20-F

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

FORM 20-F

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

OR

[ X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended May 31, 2006

OR

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

OR

[ ] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE No. 0001313974

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

GRANDVIEW GOLD INC.
(Translation of Registrant's name into English)

Province of Ontario, Canada
(Jurisdiction of incorporation or organization)

360 Bay Street, Suite 500, Toronto, Ontario M5H 2V6, Canada
(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)

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: 19,086,892

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [    ] No [ X ]

If this report is an annual or transition report, indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes [ X ] No [    ]

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 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 90 days.

Yes [ X ] No [    ]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large accelerated filer [      ] Accelerated filer [      ] Non-accelerated filer [ X ]

Indicate by check mark which financial statement item the registrant has elected to follow:

Item 17 [ X ] Item 18 [    ]

If this is an annual report indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [    ] No [ X ]

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TABLE OF CONTENTS

GLOSSARY		V
PART I		1
ITEM 1:	Identity of Directors, Senior Management and Advisors	1
ITEM 2:	Offer Statistics and Expected Timetable	1
ITEM 3:	Key Information	1
A.	Selected Financial Data	1
B.	Capitalization and Indebtedness	2
C.	Reasons For The Offer and Use Of Proceeds	2
D.	Risk Factors	2
ITEM 4:	Information on the Company	9
A.	History and Development of the Company	9
B.	Business Overview	11
C.	Organizational Structure	13
D.	Property, Plants and Equipment	13
ITEM 5:	Operating and Financial Review and Prospects	29
A.	Operating Results	32
B.	Liquidity and Capital Resources	34
C.	Research and Development, Patents and Licenses, Etc.	34
D.	Trend Information	34
E.	Off-Balance Sheet Arrangements	35
F.	Tabular Disclosure of Contractual Obligations	35
ITEM 6:	Directors, Senior Management, and Employees	35
A.	Directors and Senior Management	35
B.	Compensation	37
C.	Board Practices	39
D.	Employees	40
E.	Share Ownership	40
ITEM 7:	Major Shareholders and Related Party Transactions	41
A.	Major Shareholders	41
B.	Related Party Transactions	41
C.	Interests of Experts and Counsel	42
ITEM 8:	Financial Information	42
A.	Consolidated Statements and Other Financial Information	42
B.	Significant Changes	42
ITEM 9:	The Offering and Listing.	42
A.	Offer and Listing Details	42
B.	Plan of Distribution	43
C.	Markets	44
D.	Selling Shareholders	44
E.	Dilution	44
F.	Expenses of the Issue	44
ITEM 10:	Additional Information	44
A.	Share Capital	44
B.	Memorandum and Articles of Association	44
C.	Material Contracts	44
D.	Exchange Controls	46
E.	Taxation	47
F.	Dividends and Paying Agents	52
G.	Statements by Experts	52

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H.	Documents on Display	52
I.	Subsidiary Information	53
ITEM 11:	Quantitative and Qualitative Disclosures about Market Risk	53
ITEM 12:	Description of Securities other than Equity Securities	53
PART II		53
ITEM 13:	Defaults, Dividend Arrearages and Delinquencies	53
ITEM 14:	Material Modifications to the Rights of Security Holders and Use of Proceeds	53
ITEM 15:	Controls and Procedures	53
ITEM 16:	Reserved	53
A.	Audit Committee Financial Expert	53
B.	Code of Ethics	54
C.	Principal Accountant Fees and Services	54
D.	Exemptions From the Listing Standards for Audit Committees	54
E.	Purchases of Equity Services by the Issuer and Affiliated Purchasers	54
PART III		54
ITEM 17:	Financial Statements	54
ITEM 18:	Financial Statements	54
ITEM 19:	Exhibits	55
A.	Financial Statements	55
B.	Exhibits	55
SIGNATURES		57

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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
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
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.
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.

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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
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

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

     Not Applicable.

ITEM 2: Offer Statistics and Expected Timetable

     Not Applicable.

ITEM 3: Key Information

Unless expressed otherwise, all dollar amounts in this Annual Report are expressed in Canadian dollars. The following tables set forth the exchange rates for one Canadian dollar expressed in terms of one U.S. dollar for the fiscal years ended May 31, 2002 through May 31, 2006, and for the period June 1, 2006 through November 30, 2006.

YEAR ENDED MAY 31	AVERAGE
2002	0.6389
2003	0.6587
2004	0.7447
2005	0.7937
2006	0.8581

MONTH	LOW	HIGH	AVERAGE
June 2006	0.8902	0.9090	0.8969
July 2006	0.8990	0.8760	0.8843
August 2006	0.8840	0.9037	0.9037
September 2006	0.8872	0.9048	0.8968
October 2006	0.8784	0.8965	0.8907
November 2006	0.8715	0.8869	0.8762

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 December 13, 2006, 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 $0.8644 in U.S. dollars. (Source: The Wall Street Journal)

A. Selected Financial Data

Following is selected financial data of the Company, expressed in Canadian dollars, for the fiscal years ended May 31, 2006, 2005, 2004, 2003, and 2002 (audited), and the three month periods ended August 31, 2006 and 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 15 to the audited financial statements for the period ended May 31, 2006 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.

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Table No. 1: Selected Financial Data

(CAD$)	Three Months Ended Aug. 31, 2006 (unaudited)	Three Months Ended Aug. 31, 2005 (unaudited)	Year Ended May 31, 2006 (audited)	Year Ended May 31, 2005 (audited)	Year Ended May 31, 2004 (audited)
CANADIAN GAAP Revenue Income (Loss) for the Period Basic Earning (Loss) Per Share Dividends Per Share Period-end Shares Cash Working Capital Mineral Properties Long-term Debt Capital Stock Shareholders’ Equity Total Assets	Nil ($914,200) ($0.05) Nil 19,086,892 $2,343,105 $2,463,012 $4,424,092 Nil $9,543,301 $6,887,104 $7,211,013	Nil ($255,905) ($0.02) Nil 13,950,598 $2,386,005 $2,198,566 $888,889 Nil $7,142,938 $3,087,455 $3,334,646	Nil ($1,003,216) (($0.07) Nil 19,086,892 $3,802,800 $3,813,975 $3,415,766 Nil $9,543,301 $7,229,741 $7,651,243	Nil ($1,485,564) ($0.14) Nil 11,851,494 $244,067 $151,475 $659,236 Nil $4,781,750 $810,711 $943,727	Nil $1,058 0.00 Nil 3,270,998 $1 ($56,594) $562 Nil $3,378,444 ($56,032) $10,819
US GAAP Net Income (Loss) Income (Loss) Per Share Mineral Property Rights Shareholders’ Equity Total Assets	($1,756,364) ($0.09) $1,384,725 $3,847,737 $4,171,646	($485,558) ($0.04) Nil $2,198,566 $2,445,757	($3,673,388) ($0.25) $1,218,563 $5,032,538 $5,454,040	($1,743,463) ($0.20) $400,775 $552,250 $685,266	$21,292 $0.00 Nil ($56,594) $10,257

B.	Capitalization and Indebtedness
Not Applicable.
C.	Reasons For The Offer and Use Of Proceeds
Not Applicable.
D.	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,

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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 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, 2006, the Company had an accumulated deficit of approximately $6.9 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 (i) maintain our interest in the Pony Creek/Elliott Dome Property and its Canadian properties, (ii) to acquire, explore, and if warranted, develop other mineral properties, (iii) to participate in other projects and (iv) to provide sufficient cash to fund operations. 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 Over the Next Year, 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 were required to spend up to $1.5 million US by July 31, 2006 on exploration of the property (this condition has been met), 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 the Company have the necessary funds to pay for the exploration programs due by August 31, 2007. 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.

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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.

We Could Lose our Interest in the Rocky Ridge Property if Harvest Gold Corporation Defaults on its Obligations. In November 2006 we acquired from Harvest Gold Corporation (“Harvest Gold”) an option to acquire a 70% in the Rocky Ridge Property, located in the Lac du Bonnet Mining District in Manitoba. Previously, in November 2006 Harvest Gold, in turn, acquired its option to acquire a 100% interest in the Rocky Ridge Property, which option requires it to make certain payments to Kuran and issue Kuran up to 500,000 of Harvest Gold’s shares of common stock. If Harvest Gold defaults on its obligations to Kuran, and such defaults are not cured, Harvest Gold’s option to acquire a 100% in the Rocky Ridge Property would lapse and all interest in the claims would revert to Kuran. In such event, the Company’s option to acquire a 70% interest in the property could lapse, notwithstanding that the Company has fulfilled all of its obligations under its agreement with Harvest Gold. 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 70% interest in the Rocky Ridge Property.

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

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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 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 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

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exploration at, and developments of, our projects. Unfavourable 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;

     (c) The judgment was obtained by fraud or in any manner contrary to natural justice or rendered in contravention of fundamental principles of procedure;

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     (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.

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

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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; Our Chief Financial Officer does not Work for us Full-time. The Company’s only full-time service provider is Paul Sarjeant, who is its President and Chief Executive Officer. Our Chief Financial Officer, Ernest Cleave, only works for us on a part-time basis, spending approximately 30 hours per month on the Company’s business. The loss of Mr. Sarjeant, 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.

In the Event Mr. Paul Sarjeant, our President and Chief Executive Officer Leaves the Company, Grandview would be Adversely Affected. In the event that Mr. Paul Sarjeant, 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.

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 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.

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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

A. 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 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 unfavourable, 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 reinstate 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:

330 Bay Street, Suite 820
Toronto, Ontario, M5H 2S8
Canada

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     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. 2: 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
March 27, 2006	Private Placement (4)	3,985,974	$4,384,571

          Notes:

(1)	Units sold as 1 common share for $1.00/share. No commissions were 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.
(4)	Units comprised of one common share and one half warrant exercisable into one additional common share at an exercise price of $1.75 per share. The units were sold at a price of $1.10 per unit, raising gross proceeds of $4,384,571.

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

Capital Expenditures

The table below shows historical capital expenditures

Fiscal Year	Expenditures
Fiscal 2001	$0
Fiscal 2002	$0
Fiscal 2003	$0
Fiscal 2004	$562
Fiscal 2005	$658,674
Fiscal 2006	$2,756,530

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B. 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”), (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”), and (vi) ) an option to acquire a 70% interest in the Rocky Ridge property in the Lac du Bonnet Mining District in Manitoba.

     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. On November 23, 2006 the Company entered into an option agreement with Harvest Gold Corporation pursuant to which the Company can acquire up to a 70% interest in the Rocky Ridge gold property in the Lac du Bonnet Mining District in Manitoba. Reference is made to Item 4D. Information on the Company: Property, Plant and Equipment – Rocky Ridge Property, Manitoba, for a discussion of the Option Agreement with Harvest Gold Corporation.

     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, 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.

____________________________

¹See Glossary on pages iii-iv for terms used throughout this Annual Report.

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     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 2000-2005 ranged from a low of $271 U.S. in 2001, to a high of $537.50 U.S. in 2005. At December 15, 2006, the closing price of gold was $623.75 U.S. per ounce.² 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 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

____________________________

² Source: Kitco: Past Historical London Fix

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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 2006 and 2007exploration seasons. 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.

C.	Organizational Structure
The Company has no subsidiaries.
D.	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., (v) an option to acquire a 50% interest in the Gem Property, a property located near Manitoba, Canada, and (vi) an option to acquire a 70% interest in the Rocky Ridge property in the Lac du Bonnet Mining District 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 by July 2007, incur $250,000 of exploration expenditures on the Gem Property by September 30, 2007, has budgeted $50,000 over the next twelve months for exploration of the property in Bissett, Manitoba, Canada, and is required to make payments totalling $85,000 by November 1, 2008 and incur exploration expenditures of at least $600,000 by December 31 2008 to exercise its option to acquire a 70% in the Rocky Ridge Property.

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

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 895 unpatented lode mining claims, each about 20 acres in size, totalling approximately 18,495 acres (7,485 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, 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:

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Year	Amount
June 1, 2004	$45,000 (paid)
June 1, 2005	$75,000 (paid)
June 1, 2006	$100,000 (paid)
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 required $500,000 US in work expenditures by July 30, 2005, which was completed.

     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 July 31, 2005, the Company was required to make or cause to be made exploration expenditures of $500,000 US, which was completed.
     2. By July 31, 2006, the Company was required to make or cause to be made exploration expenditures of $1,000,000 US, which was completed.
     3. Mill City will be required to 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 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;

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     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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Figure 1. Pony Creek Project

     Property Description and Location

     The Pony Creek/Elliott Dome property is comprised of a total of 895 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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Figure 2. Road Access to Pony Creek/Elliot Dome

     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.

     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.

     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 siltstone. According

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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.

     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. 3: 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
1981- 1989	Newmont	110 RC Holes (49,346 ft.) 2 Core Holes (1,834 ft.)	Aeromagnetic survey, soil geochemistry and drilling in the Pot Holes and Bowl areas. 80 additional claims staked. Review and compilation of property data. Completion of soil sampling and mapping.

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Year	Corporation	Drilling	Additional Work Completed
1990- 1992	Newmont- Westmont JV	31 RC Holes (15,085 ft.)	Property optioned by Westmont. 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 JV	15 RC Holes (12,530 ft.)	Quest enters into JV with Uranerz as operator. 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 (3,185 ft.)	Quest purchases remainder of Newmont’s 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 (5,982 ft.)	Quest acquired by Standard Mining and 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 (7,835 ft.)	Nevada Contact options Property from Mr. 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.
2005	Grandview Gold	2 core holes (2,014 feet)	Geochemical survey, compilation.
2006	Grandview Gold	7 core holes (12,414 feet)	Geophysics, geological mapping, geochemistry and data compilation.

     Mineral Resource Estimates

     According to the Russell Report, a total of 175 drill holes, totalling 95,511 feet had been drilled on the Pony Creek/Elliott Dome Property to March 2004, 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 summarizes 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.

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.

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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.

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 2005-2006

     During 2005-2006, the Company completed the first phase of the exploration program recommended in the Russell Report. The Russell Report recommended an exploration consisting of drilling between 5 and 10 holes, totalling approximately 10,000 feet. The Company completed a diamond drilling program consisting of 7 holes, totalling approximately 12,400 feet. The drill program encountered gold mineralization in some of the holes. The Company is currently evaluating the results of this program to determine the next phase of its exploration on the Pony Creek/Elliott Dome Property. Depending upon its conclusions regarding its first phase exploration program, the Company has tentatively budgeted a follow-drilling program costing of approximately $235,000.

     In the event 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.

     Grandview 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 provided geophysical

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surveying and consulting. Carlin Trend Mining Services (“Carlin Trend”) out of Nevada provided GPS grid and mapping, along with drilling work crews. Mr. David Knight, M.Sc, P.G. and a director of Carlin Trend, supervised the drilling program.

     On July 12, 2006 the Company entered into a Field Management Agreement with Carlin Trend pursuant to which Carlin Trend agreed to provide the following services: (i) general field management services; (ii) supplying and overseeing all geological support staff activities; (iii) coordinating all geophysical, geochem service activities; (iv) monitoring ongoing drilling programs; (v) supervising core-cutting, logging and sample preparation; and (vi) supervising property geo-mapping activities. In July 2006, the Company paid Carlin Trend an advance of $98,920 U.S. for the above services: (i) general field management charge – two months at $10,000 U.S. per month, not to exceed 516 hours per year or 43 hours per month - $20,000 U.S; (ii) one field drilling & supervision geologist – two months at $520 U.S. per day and working 25 days per months - $26,000 U.S.; (iii) geological technicians charge -$240.00 U.S. per day for two technicians each, working 25 days per month, and three technicians each working 10 days per month - $38,400 U.S.; and (v) field transportation and mileage advance charge - $290.40 U.S. per day for two months - $14,520 U.S. This contract is still in effect and the Company anticipates the contract continuing into the foreseeable future.

     In addition to providing the above services, in July 2006 the Company paid Carlin Trend an additional $95,000 U.S. covering anticipated invoiced amounts from sub-contractors Carlin Trend in the initial 60 days of the Field Management Agreement. These amounts were projected to be: (i) pre-drilling program: activation labs –processing test - $35,000 U.S.; (ii) pre-drilling program: Pony Creek Property: access road repair test - $25,000 U.S.; (iii) pre-drilling: geophysics, IP/Resistivity, gravity crews - $7,500 U.S.; and (iv) Rick Russell - additional consulting - $1,500 U.S. Carlin Trend has continued to pay contractors invoices for work at Pony Creek and has paid for, on behalf of the Company, a total of approximately US$2,212,000 which includes such expenses as: US$1,106,270 for drilling, US$884,761 for geophysics, US$42,297 on assays, and other expenses including road repairs, land administration costs, and general field expenditures.

     Mr. Ray Pecoskie, the President of the Company until July 13, 2006, originally oversaw the exploration activities on the Company’s behalf. Mr. Michael Hitch, the interim president of the Company from July 13, 2006 until November 1, 2006, oversaw the exploration on the Company’s behalf during that time. The current president of the Company, Mr. Paul Sarjeant, a member of the Professional Engineers and Geoscientists of British Columbia, will over-see the activities of these outside consultants going forward.

     The Company paid for the Phase 1 from its working capital. In the event the Company intends to conduct the second phase of the exploration program in accordance to the recommendations in the Russell Report, the Company intends to pay the Phase 2 drilling program from its working capital.

There is no known commercially mineable mineral deposit on the Pony Creek/Elliott Dome Property.

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, which it did, 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, which it did, 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

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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, which it completed, 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, which it did. 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.

     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.

     Property Description and Location

     The Dixie Lake Property is located in Northwestern Ontario approximately 24 kilometres 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

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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.

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

Figure 3. Access to Dixie Lake

Figure 4. Dixie Lake Claims Map

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     Accessibility, Climate, Local Resources, and Infrastructure

     The property is located approximately 24 kilometres 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 kilometres 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 kilometre 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 millimetres, with approximately 455 millimetres falling as rain in the summer, and the remainder falling as snow in the winter.

     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.

     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 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.

     2005 and 2006 Exploration Programs

     In 2005, the Company completed a 16-hole drilling program, covering 2,765 feet, at a cost of $425,000, on the Dixie Lake Property. The drilling encountered gold mineralization so the Company retained SRK Consulting to review the work that was completed and to recommend an exploration program for 2006. Following the work conducted by SRK, the Company revised its exploration program.

     For the Spring 2006 drill program a total of five drill holes, covering 1,030 meters was completed. Although initial plans called for a larger drill program, because of difficulties resulting from the timing of the program and associated difficulties with the spring run-off, certain targets could not be drilled. In addition, access across Dixie Creek to the some of the planned targets was hampered by ground conditions and the close of the only

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bridge crossing permitting access to the property. Finally, the Company concluded for environmental reasons the drilling should be suspended until early summer.

     The Company has not completed its interpretation of the spring 2006 drill program results. Upon its completion of its review the Company will determine what, if any, exploration it will plan for the Dixie Lake Property.

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

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 kilometres 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.

     Property Description and Location

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

Figure 5. General Location of Bissett, Manitoba

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     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.

     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.

     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.

     Exploration Program

     The Company completed an airborne geophysical survey over a large region covering most of the property. At this time the Company is evaluating the data it received from the survey to determine what exploration it wants to conduct on the 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.

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

     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

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

     Reference is made 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

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Agreement for Purchase and Sale Among Grandview Gold Inc. and Wildcat Exploration Ltd. dated effective April 1, 2005.

Red Lake Property, Ontario

     The Company currently holds a 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. However, there can be no assurance a commercially mineable mineral deposit exists on this property.

     The Company has not undertaken any exploration activities on these claims to date. 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.

Gem Property, Manitoba

     Pursuant to an Option Agreement dated September 30, 2005 (“September 30, 2005 Option Agreement”) 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 of was required to be incurred by September 30, 2006. The Company did not incur the required expenditures by September 30, 2006, but pursuant to an amendment to the September 30, 2005 Option Agreement, the parties agreed that the Company could fulfill its obligations by incurring a total of $250,000 exploration expenditures by September 30, 2007. In addition, the exploration work was required to include a high-resolution aeromagnetic survey with a maximum 50 meter line spacing to be completed by March 31, 2006, which was done. 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. 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.

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Figure 6. Gem Property Claims Map

Rocky Ridge Property, Manitoba

     Pursuant to an agreement dated November 23, 2006 with Harvest Gold Corporation (“Harvest Gold”) the Company acquired an option to earn up to a 70% interest in the Rocky Ridge Property, in the Lac du Bonnet Mining District in Manitoba. The Rocky Ridge Property consists of 7 claims, covering 2,767 acres.

     In November 2006 Harvest Gold acquired its option to acquire a 100% interest in the Rocky Ridge Property from William Kuran (“Kuran”), the owner of the claims comprising the Rocky Ridge Property. In order for Harvest Gold to exercise its option and acquire a 100% in the Rocky Ridge Property, Harvest Gold is required to:

(a)	pay Kuran a total of $60,000 as follows:
	i)	$15,000 upon the agreement being signed (done);
	ii)	$20,000 on or before November 1, 2007; and
	iii)	$25,000 on or before November 1, 2008;
(b)	issue to Kuran a total of 500,000 of its shares of common stock of Harvest Gold (“Harvest Gold Shares”) as follows:
	i)	125,000 Harvest Gold Shares upon receipt of approval from the TSX Venture Exchange;
	ii)	175,000 Harvest Gold Shares on or before November 1, 2007; and
	iii)	200,000 Harvest Gold Shares on or before November 1, 2008.

     In addition, Harvest Gold granted Kuran a 3% Net Smelter Royalty (“NSR”) on the proceeds from the sale of any ore from the property. Harvest Gold has the right to purchase up to 2% of the NSR at a cost of $250,000 per each one percent of the NSR, for a total purchase price of 2% of the NSR of $500,000.

     To exercise its option to acquire a 70% interest in the Rocky Ridge Property from Harvest Gold the Company is required to:

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(a)	pay Harvest a total of $85,000 as follows:
	i)	$20,000 upon the November 23, 2006 Option Agreement being signed;
	ii)	$30,000 on or before November 1, 2007; and
	iii)	$35,000 on or before November 1, 2008;
(b)	issue to Harvest Gold a total of 225,000 of its Shares as follows:
	i)	50,000 Shares upon the agreement being signed;
	ii)	75,000 Shares on or before November 1, 2007; and
	iii)	100,000 Shares on or before November 1, 2008; and
(c)	incur a total of $600,000 in exploration on the property as follows:
	i)	$250,000 on or before December 31, 2007; and
	ii)	$350,000 on or before December 31, 2008.

     After the Company has made the required payments, share issuances, and incurred the required exploration expenditures, the Company will be deemed to have exercised the options and will own a 70% interest in the Rocky Ridge Property. At such time the Company and Harvest Gold will form a joint venture to explore the property with the Company owning a 70% interest in the joint venture and Harvest Gold owning a 30% interest. Prior to the time the Company earns a 70% interest in the Rocky Ridge Property Harvest Gold will be the operator of all exploration programs on the property. At such time, if ever, the Company exercises its option and acquires a 70% in the property, the Company will be the operator of all exploration programs on the property.

     For the remainder of 2006 and for 2007 the Company intends to compile and evaluate the results of the historic drilling and the recent exploration drilling on the property, conduct diamond drilling to a depth of 100-200 meters to test the extent of known gold zones and previously un-sampled wall rock mineralization, and gather geochemical and geophysical data to identify additional drill targets. The anticipated cost of this work is $350,000.

     In connection with its acquisition of the option to acquire a 70% interest in the Rocky Ridge Property, the Company paid a finders fee to an unaffiliated party of warrants to purchase 250,000 Shares at an exercise price of $1.00, exercisable for two years.

     There is no known commercially mineable mineral deposit on the Rocky Ridge 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, 2006, 2005 and 2004 and the three month periods ended August 31, 2006 and August 31, 2005, 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 Annual Report. 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 Company’s financial statements were prepared in accordance with accounting principals generally accepted in Canada (“Canadian GAAP”). Unless otherwise stated, all amounts discussed herein are denominated in Canadian dollars. Please see Item 3. Key Information for exchange rate information for the Canadian dollar. A summary of the differences in Canadian GAAP and those generally accepted in the United States (“US GAAP”) which affects the Company is contained in contained Note 15 to the audited financial statements for 2006 and Note 6 to the financial statements for the first quarter 2007.

     In addition to historical information, the following discussion contains certain forward-looking statements within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical facts, included herein 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 discussion, the words “estimate”, “plan”, “anticipate”, “expect”,

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“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, including those discussed in “Risk Factors” and elsewhere in this Annual Report. 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.

     Overview

     Grandview is a mineral exploration company focused on the acquisition and exploration of gold and other precious metal properties in the United States and Canada. At the present time none of the Company’s properties contain a known commercially mineable mineral deposit.

     Through November 2006 the Company has acquired or maintained interests in six 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 southeastern Manitoba, (iv) a 100% interest in eight mining claims located in Red Lake, Ontario, Canada, (v) an option to acquire a 50% interest in the Gem Property, located near Rice Lake, in Manitoba, Canada and, (vi) an option to acquire a 70% interest in the Rocky Ridge Property, located in Manitoba’s Lac du Bonnet Mining District, 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 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.

     Pony Creek / Elliot Dome Property

     The Pony Creek property is optioned to the Company by Mill City Gold Corp. Grandview Gold has an option to earn an undivided 60-per-cent interest in the Pony Creek property by incurring $3.5 million U.S. in resource exploration and development expenditures over a three-year period. Grandview has expended approximately $2.5 million U.S. to date and expects to complete the balance of its option agreement obligation with Mill City Gold during its 2006/2007 drilling program. These properties encompass 903 unpatented lode mining claims covering approximately 7,285 hectares and are located 28 miles southeast of Carlin, Nevada, USA, on the gold-producing Carlin Trend. 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.

     Exploration costs of $869,992 were incurred during the first quarter 2007. Cumulative exploration costs incurred to date from inception of the exploration stage to August 31, 2006 is $2,751,574.

     Dixie Lake Property

     The Company and Fronteer Development Group have entered into an option agreement to allow Grandview to earn a 51% interest in the Dixie Lake Property, which is 25 km southeast of Red Lake, Ontario and 25 km south of Placer Dome’s Campbell mine and Goldcorp Inc.’s Red Lake mine. The Company can earn the 51% interest by incurring exploration expenditures of $300,000, assuming payments of $75,000 to the underlying property vendor, and issuing 160,000 shares of its Shares to a third party as a finder’s fee. This property comprises approximately 1,790 hectares in 50 claims. 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.

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     Bissett Lake

     The Company owns a 100% interest in 11 strategically located mining claims, comprising 234 hectares, located on the Rice Lake greenstone, approximately 240 km northeast of Winnipeg. Grandview intends to study existing drilling data and determine an exploration program, including a geophysical modeling survey to depths of 2,000 feet. 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.

     Exploration costs of $42,226 were incurred during the first quarter 2007. Cumulative exploration costs incurred to date from inception of the exploration stage to August 31, 2006 is $501,607.

     Red Lake Property

     The Company owns a 100% interest in eight mining claims in southeast Dome Township covering approximately 60 hectares, 2.5 km from Goldcorp’s mine in Red Lake located in the District of Kenora in northwest Ontario. Grandview has signed a letter of intent to enter into an option and joint venture agreement with Goldcorp Inc., whereby Goldcorp will operate at the Company’s Red Lake Property and will fund exploration activities. 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 may earn a 60% interest in the Red Lake Property by incurring expenditures of $100,000 within 18 months of signing the agreement.

     Exploration costs of $96,108 were incurred during the first quarter 2007. Cumulative exploration costs incurred to date from inception of the exploration stage to August 31, 2006 is $1,170,911.

     Gem Gold Property

     The Company and Marum Resources Inc. have entered into an option agreement to jointly explore Marum’s wholly-owned Gem gold property, which consists of seven claims covering 1,594 hectares at the eastern end of Manitoba’s Rice Lake Greenstone Belt. Grandview can earn a 50% interest in the 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.

     Rocky Ridge Property

     The Company has entered into a formal option agreement with Harvest Gold Corp (“Harvest Gold”) during November 2006, relating to the acquisition of a 70 percent interest in the Rocky Ridge gold property in Manitoba’s Lac du Bonnet Mining District.

     Under the terms of the agreement, the Company has an option to earn an undivided 70 percent interest in the Rocky Ridge property by incurring $600,000 in resource exploration and development expenditures, $85,000 in payments, and issuing 225,000 of its Shares, over a two-year period. The issue of the 225,000 shares is subject to receipt of all required regulatory approvals.

     Private Placements

     On August 31, 2005, September 15, 2005 and October 19, 2005, the Company completed a private placement offering in three tranches resulting in the placement of a total of 1,389,424 units, with each such unit being comprised of one common share and one half of one purchase warrant where each whole purchase warrant is

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exercisable into one additional common share upon payment of $1.75, at the subscription price of $1.25 per unit and 1,620,000 flow through common shares at $1.25 per flow through common share for total gross proceeds of $3,761,780. The proceeds from the offering were used by the Company to fund its exploration programs on its Canadian and US properties and for general working capital. $2,025,000 ($1,863,000 after payment of 8% commissions) of these funds represents 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.

     On March 27, 2006, the Company completed a private placement offering of 3,985,974 units, with each such unit being comprised of one common share and one half of one purchase warrant where each whole purchase warrant is exercisable into one additional common share upon payment of $1.75, at the subscription price of $1.10 per unit for total gross proceeds of $4,384,571. The proceeds from the offering were used by Grandview to fund its exploration programs on its Canadian and US properties and for general working capital.

A. Operating Results

     For the past three years the Company’s activities have concentrated on exploring the mining properties it has acquired and the mining properties in which it may earn an interest, as described above. The Company also successfully listed its Shares for public trading in Canada. During this time, no revenues were realized. The Company has funded operations during the period through the sale of its Shares.

     Year ended May 31, 2006 compared with year ended May 31, 2005

     Grandview incurred a lower net loss for 2006 of $1,003,216, compared with $1,485,564 for the corresponding period last year (2004 - $1,058 income), due primarily to the recognition of a future income tax recovery of $731,430 during 2006. The future income tax recovery and related future tax asset resulted from the carry-forward of non-capital losses, used to reduce the future income tax liability created by the renunciation of eligible flow-through expenditure under the Canada Revenue Agency flow-through program.

     The beneficial impact of the future income tax recovery on the loss incurred during 2006 was offset by increased investor relations, business development and reporting issuer maintenance costs, increased professional fees and a significant increase in office and administration expenses. Total expenses for 2006 were $1,564,646, compared with $1,485,564 for the corresponding period last year (2004 - $84,809).

     The Company also considered merger and acquisition proposals during 2006 that were deemed to not meet the Company’s minimum valuation requirements. Expenditure relating to these activities was $170,000 for 2006, compared with $ nil for the corresponding period last year (2004 - nil).

     Management considers the loss incurred during the 2006 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 and financial condition improved significantly since the same period the previous year as a result of the Company raising capital through private placements and the capitalization of exploration expenditures.

	Year Ended		Year Ended
	May 31, 2006		May 31, 2005
Revenue	$ 0		$ 0
Expenses	1,564,646		1,485,564
Net income (loss)	(1,003,216)		(1,485,564)
Net income (loss) per share	(0.	07)	(0.	14)
Cash flows from (used in) operating activities	(992,736)		(645,360)
Cash and cash equivalents, end of period	3,802,800		244,067
Assets	7,651,243		943,727

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     Year ended May 31, 2005 compared with year ended May 31, 2004

     The Company incurred a net loss of $1,485,564 for 2005, compared with net income generated of $1,058 for 2004. The loss was due to new or substantially higher expenses related to: management services (2005; $262,863; 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).

     Three months ended August 31, 2006 compared with three months ended August 31, 2005 (unaudited)

     Grandview incurred a net loss of $914,200 for the first quarter 2007, compared with $255,905 for the corresponding period last year, due predominantly to an increase of $450,272 in stock option compensation expense and an increase of $158,807 in professional fees.

     Cash flows used in operating activities for the first quarter 2007 of $633,346 increased by $498,579 over the corresponding period last year due predominantly to increased investor relations, business development and reporting issuer maintenance costs, increased professional fees, and prepaid investor relations expenditure of $173,300 incurred during the first quarter 2007.

     Grandview’s asset base has improved considerably since the corresponding period last year as a result of the capitalization of exploration expenditures.

	Three Months Ended		Three Months Ended
	August 31, 2006		August 31, 2005
Revenue	$ 0		$ 0
Expenses	928,995		255,905
Loss	(914,200)		(255,905)
Loss per share	(0.	05)	(0.	02)
Cash flows used in operating activities	(633,346)		(134,767)
Cash and cash equivalents, end of period	2,343,105		2,386,005
Assets	7,211,013		3,334,646

Summary of Quarterly Results, November 31, 2004 to August 31, 2006

The following tables set out financial performance highlights for the past eight quarters.

	First		Fourth		Third		Second
	Quarter		Quarter		Quarter		Quarter
	Aug. 31, 2006		May 31, 2006		Feb. 29, 2006		Nov. 30, 2005
Revenue	$ 0		$ 0		$ 0		$ 0
Expenses	928,995		507,216		476,368		325,157
Net income (loss)	(914,200)		54,214		(476,368)		(325,157)
Net income (loss) per share	(0.	05)	(0.	00)	(0.	(03)	(0.	02)
Cash flows from (used in) operating activities	(633,346)		(438,508)		(203,098)		(216,363)
Cash and cash equivalents, end of period	2,343,105		3,802,800		1,118,828		1,812,367
Assets	7,211,013		7,651,243		4,176,311		4,332,979

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	First Quarter Aug. 31, 2006		Fourth Quarter May 31, 2006		Third Quarter Feb. 29, 2006		Second Quarter Nov. 30, 2005
Revenue	$ 0		$ 0		$ 0		$ 0
Expenses (recovery)	255,905		641,467		455,589		339,897
Net income (loss)	(255,905)		(641,467)		(455,589)		(339,897)
Income (loss) per share	(0.	02)	(0.	07)	(0.	04)	(0.	03)
Cash flows from (used in) operating activities	(134,767)		(161,400)		(273,373)		(130,520)
Cash and cash equivalents, end of period	2,386,005		244,067		582,862		31,710
Assets	3,334,646		943,727		813,810		267,221

B. Liquidity and Capital Resources

     For the next twelve months the Company believes it will require approximately $2,000,000 for its exploration and administrative expenses. It requires (i) $1,275,000 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 $725,000 to cover its general & administrative expenses. At August 31, 2006 the Company had approximately $2.3 million cash on hand. The Company plans to pay for these expenses from its working capital and the planned 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.

C. 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, (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, and (f) and acquired an option to acquire a 70% interest in the Rocky Ridge Property, located in the Lac du Bonnet Mining District in Manitoba, Canada.

D.  Trend Information

Not Applicable

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E. Off-Balance Sheet Arrangements

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

F. 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, (iii) its option to acquire a 50% interest in the Gem Property, located near Rice Lake, in Manitoba, Canada and (iv) its option to acquire a 70% interest in the Rocky Ridge Property, located in Manitoba’s Lac du Bonnet Mining District, Canada, as set forth in the following table:

Payments Due by Period
Payments Required to Maintain Property Interests	Total	Less than One Year	1-3 Years	3-5 Years	More than Five Years
Required Exploration Expenditures on Pony Creek/Elliott Dome Property	$500,000 US	$500,000 US	$0	$0	$0
Advance Royalty Payments Due to Pescio2	$950,000 US next 5 years	$75,000 US (1)	$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	$75,000 CAD	$0	$0	$0
Required Exploration Expenditures on Gem Property	$250,000 CAD	$250,000 CAD	$0	$0	$0
Required Exploration Expenditures on Rocky Ridge Property	$600,000 CAD	$ 0	$600,000 CAD	$0	$0
Payments to Harvest Gold Corp for Rocky Ridge Property	$85,000 CAD	$ 0	$85,000 CAD	$0	$0
Total	$1,310,000CAD $1,450,000 US	$625,000 CAD $575,000 US	$685,000 CAD $325,000 US	$550,000 US	$200,000 US per year

Note:
(1)	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.

ITEM 6:  Directors, Senior Management, and Employees

A. Directors and Senior Management

Name	Title	Date of Birth	Date of First Election or Appointment
Richard Brown	Chairman, Director	March 25, 1958	March 26, 2004
Paul Sarjeant	President and CEO	May 29, 1960	November 1, 2006
Michael Hitch	Chairman of the Board of Directors	November 16, 1962	November 8, 2005

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Name	Title	Date of Birth	Date of First Election or Appointment
Richard Brown	Director	March 25, 1958	March 26, 2004
Michael Dehn	VP Corporate Development	April 2, 1969	August 01, 2005
Ernest Cleave	Chief Financial Officer	Oct. 2, 1969	January 6, 2006
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
R. Ian Mitchell	Corporate Secretary	Oct. 25, 1977	November 7, 2005

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

     Richard Brown
     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.

     Paul Sarjeant, President, CEO
     Mr. Sarjeant holds a B.Sc Honours, Geological Sciences, graduating from Queen's University in 1983, Mr. Sarjeant began his career with Echo Bay Mines Ltd as a project geologist working on projects in the NWT, Archean greenstone belts, Lupin Mine peripheral project, and skarn properties in BC and Ecuador. He ascended to Senior Geologist, International Exploration Group, responsible for project evaluation outside of North America, including precious and base metals projects in South America, East Africa, South East Asia, Russia, Mongolia, Australia, New Zealand and Europe. From 1993 until 1996, he was President and CEO of Auric Resources - a precious metals exploration company focused on Peru. From 1999 until his October, 2006 appointment to the office of President and CEO of Grandview Gold, Paul operated a securities business focused on strategic planning and investment analysis were he earned his CFP designation, as a certified financial planner Mr Sarjeant is also a member in good standing with the Association of Engineers and Geoscientists of British Columbia.

     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.

     Ernest Cleave – Chief Financial Officer
     Mr. Cleave currently serves as Managing Partner for Lannick Consulting and was recently responsible for leading the Sarbanes-Oxley compliance projects at NYSE/TSX listed Falconbridge Ltd. and Goldcorp Inc. Mr. Cleave directed corporate planning and analysis, treasury, internal control and regulatory compliance at Goldcorp Inc. from 2001 to 2005. From 1997 to 2001, he worked with Bata Limited in various financial roles, including Controller for Bata South Africa and Chief Financial Officer, Bata International – Africa region. Mr. Cleave serves, on a part-time basis, as Chief Financial Officer, of Gold Run Inc., a start-up gold exploration company, with

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interests in Nevada. Mr. Cleave devotes approximately 30 hours per month each on his duties as chief financial officer of the Company and Gold Run Inc.

     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- Director
     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.

     R. Ian Mitchell - Corporate Secretary
     Mr. Mitchell is an associate with the law firm WeirFoulds LLP, counsel to the Company, and his practice has focused on securities law and corporate finance. Mr. Mitchell holds a Bachelors degree (Honours) in Commerce from Queen’s University as well as an L.L.B. from Dalhousie University.

B. Compensation

The compensation for the Company’s executive officers for the fiscal year ended May 31, 2006 is as set out below:

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Name and Principal Position	Year	Annual Compensation			Long Term Compensation
		Salary ($)	Bonus ($)	Other Annual Compen- sation ($)	Securities Under Options Granted (#)	Restricted Shares or Restricted Share Units (#)	All Other Compensat ion ($)
Raymond Pecoskie, President and CEO(3)	2006	140,184(1)	Nil	8,051.40	Nil(2)	Nil	Nil
Ernest Cleave, Chief Financial Officer(4)	2006	12,000	Nil	Nil	150,000	Nil	Nil

                  

Notes:
(1)	June 1, 2004, the Company entered into a management agreement with Global-Tek Business Development Inc. ("Global-Tek"), a company owned by Mr. Pecoskie, to provide management and consulting services to the Company in exchange for $11,682 per month. This contract was terminated on July 11, 2006 when the Company entered into a three-month contract for similar services on an interim basis. This contract has also been terminated.
(2)	750,000 Options, vesting 25% quarterly and with a strike price of $1.00, were issued to Global-Tek on October 1, 2004. Global-Tek subsequently surrendered 375,000 of these options on July 11, 2006.
(3)	Raymond Pecoskie stepped down as president and CEO of the Company on July 11, 2006 at which point Mr. Michael Hitch assumed the role of interim-CEO. Paul Sarjeant was appointed to the position of CEO on November 1, 2006. Mr. Sarjeant receives $12,500 per month in salary, an additional $1,000 in office space allowance expense and $1,000 per month in a car allowance through my consulting company Doublewood Consulting. Mr. Sarjeant also received 500,000 options at an exercise price of $1.00 per Share, vesting immediately.
(4)	Ernest Cleave was retained to act as Chief Financial Officer of the Company on January 6, 2006.

     Long-Term Incentive, Retirement and Pension Plans
     The Company does not have a long-term incentive plan or pension plan and does not provide retirement benefits to its employees.

     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.

     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. At the Company’s Annual and Special Meeting of Shareholders held on November 30, 2006 the Company’s shareholders approved certain changes to the Company’s Stock Option Plan. As amended on November 30, 2006, the maximum number of Shares reserved for issue under the Plan cannot exceed 20% 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 cannot exceed 20% 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 cannot exceed 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 cannot exceed 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 cannot exceed in the aggregate 1% of the Company's outstanding number of listed securities;

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     e) the grant to any one consultant of options reserving for issuance a number of Shares cannot exceed 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 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 TSX (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.

C. 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 Audit Committee meets as required to review the annual and quarterly financial statements, matters relating to the securities commissions, investments and transactions that could adversely affect the well-being of the Corporation and management's recommendations regarding share issues of the Corporation. The Audit Committee also establishes and monitors procedures to reduce conflicts of interest and for reviewing audit and financial matters. Through meetings with external auditors and senior management, the Audit Committee discusses, among other things, the effectiveness of the internal control procedures established for the Corporation. At all times, at least one (1) audit committee member possesses accounting or related financial expertise, while the remaining members are, at minimum, possessed of significant experience in analyzing the financial condition of corporations. The board has adopted a charter for the audit committee which sets out the responsibilities of the committee and provides guidance to committee members as to their duties which charter is set forth as an Exhibit 5B. See Item 19. Exhibits. The Audit Committee of the Corporation currently consists of three (3) members: Richard Brown, Ian S. Grant and Joel Strickland.

     In addition, the Company has a compensation committee. The Compensation Committee reviews compensation practices and management succession and approves the remuneration of the Company's senior executives, including the Chief Executive Officer. The Compensation Committee also monitors the integrity of management through periodic meetings with the Chief Executive Officer. The members of the Compensation Committee are Messrs. Richard Brown, Ian S. Grant, and Michael Hitch.

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D. Employees

     The Company’s only employees are Mr. Paul Sarjeant, Mr. Michael Dehn, and Mr. Cleave. For further details of their respective agreements setting forth their responsibilities, compensation, and related issues, see Item 10C. Material Contracts.

E. Share Ownership

     The following table outlines shows the shareholdings of the Directors and Senior Management, as at December 10, 2006.

     Table No. 4: Shareholdings of Directors and Senior Management (at December 10, 2006)

Title of Class	Name of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)	Percent of Class
Common	Paul Sarjeant	Nil	-
Common	Richard Brown	5,000(2)	0.02%
Common	Ian Grant	126,000	0.66%
Common	John Hogg	Nil	-
Common	Joel Strickland	Nil	-
Common	Michael Dehn	Nil	-
Common	Ernest Cleave	Nil

Notes:
(1)	These amounts do not reflect (i) the 500,000 Shares, 150,000 Shares, 75,000 Shares, 75,000 Shares, 75,000 Shares, 150,000 Shares, and 150,000 Shares which can be acquired pursuant to the exercise of stock options by Messrs. Sarjeant, Brown, Grant, Hogg, Strickland, Dehn, and Cleave, respectively.
(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 December 10, 2006.

Table No. 5: Stock Options Outstanding (at December 10, 2006)

Name	Number of Shares	Exercise Price	Expiration Date
Michael Hitch	150,000	$1.25	January 6, 2011
Ernest Cleave	150,000	$1.25	January 6, 2011
Sophie Tsementzis	50,000	$1.25	January 6, 2008
Richard Brown	200,000	$1.80	April 3, 2011
Michael Hitch	100,000	$1.80	April 3, 2011
Ian S. Grant	150,000	$1.80	April 3, 2011
Joel Strickland	100,000	$1.80	April 3, 2011
John Hogg	50,000	$1.80	April 3, 2011
Stephen Jakob	100,000	$1.10	June 1, 2011
Connect Capital Limited	500,000	$1.10	January 11, 2008
Protec Trading Inc.	50,000	$1.10	July 11, 2007
Ted Markowitz	100,000	$1.10	July 11, 2007
Paul T. Sarjeant	500,000	$1.00	October 31, 2011
D. Richard Brown	150,000	$1.00	October 1, 2009

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Name	Number of Shares	Exercise Price	Expiration Date
Ian Grant	75,000	$1.00	October 1, 2009
John Hogg	75,000	$1.00	October 1, 2009
Joel Strickland	75,000	$1.10	December 20, 2009
Michael Dehn	150,000	$1.25	August 25, 2010

ITEM 7: Major Shareholders and Related Party Transactions

A. Major Shareholders

     At December 10, 2006, the Company had 19,086,892 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 2,513,533 Shares, which represented 13.7% of the Company’s outstanding Shares. According to a Schedule 13Ds filed on August 3, 2005 and August 31, 2006 with the Securities and Exchange Commission, Cooper (i) owns 341,0000 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 an individual, John Belonzo, granting him shared voting power over Mr. Belonzo’s 145,000 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 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 December 15, 2006, the Company had 98 U.S. holders of record, holding 764,053 common shares, which represented 4.0% 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.

B. Related Party Transactions

     During the fiscal year ended May 31, 2006, 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.

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     The Company entered into the Management Services Agreement effective June 1, 2004, with Global-Tek Business Development Inc., a company wholly owned by Raymond Pecoskie, the Company’s president at the time, for management and administrative services. Under the terms of the agreement, the Company agreed to pay Global-Tek $11,682 Can. per month in exchange for management, leadership and strategic business development services. Additionally, Global-Tek was entitled to an option agreement with the Company to purchase up to 750,000 Shares, exercisable at $1.00 per share and vesting quarterly, commencing October 1, 2004 in four equal instalments of 187,500 Shares each. The Company had agreed 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. The Management Services Agreement was terminated by agreement between both parties in June 2006. 375,000 of the options were cancelled, and Global-Tek retains 375,000 options.

C. Interests of Experts and Counsel

Not Applicable.

ITEM 8: Financial Information

A. 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.

B. Significant Changes

Subsequent to August 31, 2006, there have been no significant changes in the Company’s financial condition.

ITEM 9: The Offering and Listing.

A. Offer and Listing Details

     The Company’s Shares are currently listed for trading on the TSX (Toronto Stock Exchange) under the trading symbol "GVX” and in the United States on the OTC Bulletin Board under the symbol “GVGDF”. Prior to April, 2006, the Company’s Shares were listed and posted for trading on the CNQ.

     Following is information on the trading history of the Company’s Shares:

     The low and high market prices for the Shares, on a quarterly basis, for the last two fiscal years and the six months beginning June 1, 2006, on the TSX Exchange and CNQ are as follows:

TSX Exchange and CNQ
MONTH AND YEAR	LOW	HIGH
September 1, 2004 – November 30, 2004(1)	1.00	1.35
December 1, 2004 – February 28, 2005(1)	0.99	1.85
March 1, 2005 – May 31, 2005(1)	1.07	2.00
June 1, 2005 – August 31, 2005(1)	1.12	1.45
September 1, 2005 – November 30, 2005(1)	1.00	1.51

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TSX Exchange and CNQ
MONTH AND YEAR	LOW	HIGH
December 1, 2005 – February 28, 2006(1)	0.90	1.35
March 1, 2006 – May 31, 2006(2)	0.85	2.05
June 1, 2006 – August 31, 2006(2)	0.78	1.25
September 1, 2006 – November 30, 2006(2)	0.64	1.12

Notes:
(1)	Trading on the CNQ
(2)	Trading on the TSX

     The Company’s Shares commenced traded on the OTC Bulletin Board on February 23, 2006. The low and high market prices for the Shares, on a quarterly basis, in U.S. dollars, on the OTC Bulletin Board, since February 23, 2006 are as follows:

OTC Bulletin Board
MONTH AND YEAR	LOW	HIGH
December 1, 2005 – February 28, 2006	1.095	1.250
March 1, 2006 – May 31, 2006	0.600	1.600
June 1, 2006 – August 31, 2006	0.600	1.050
September 1, 2006 – November 30, 2006	0.521	0.892

     The low and high market prices for the Shares on the TSX Exchange for the period June 1, 2006 to November 30, 2006, in Canadian dollars, are as follows:

TSX EXCHANGE
DATE	LOW	HIGH
June 2006	0.78	1.25
July 2006	0.95	1.25
August 2006	1.04	1.25
September 2006	0.73	1.12
October 2006	0.67	0.86
November 2006	0.64	0.97

     The low and high market prices for the Shares on the OTC Bulletin Board for the period June 1, 2006 to November 30, 2006, in U.S. dollars, are as follows:

OTC BULLETIN BOARD
DATE	LOW	HIGH
June 2006	0.600	0.890
July 2006	0.860	0.899
August 2006	0.943	1.050
September 2006	0.521	0.892
October 2006	0.561	0.750
November 2006	0.570	0.601

     The closing prices of the Shares on the TSX on December 15, 2006 and the OTC Bulletin Board were $0.58Can. and $0.51 U.S., respectively.

B.	Plan of Distribution
Not applicable.

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C.	Markets
See A. above
D.	Selling Shareholders
Not applicable.

E.	Dilution
Not applicable.
F.	Expenses of the Issue
Not applicable.

ITEM 10:  Additional Information

A.  Share Capital

Not Applicable.

B. Memorandum and Articles of Association

     Reference is made to Amendment No. 2, to Registration Statement on Form 20-F, filed with the Securities and Exchange Commission on November 15, 2005).

C. 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, the Company agreed 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 was entitled to an option agreement with the Company 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. The Company agreed 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. This agreement was terminated in June 2006. 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% of the total amount of the consideration divided by the price per share. This agreement expired December 29, 2004.

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     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 27, 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 20, 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 October 18, 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”), as amended December 15, 2006, 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 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

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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) Following the termination of its Management Services Agreement with Ray Pecoskie in June 2006, the Company entered into a consulting services agreement (the "Consulting Services Agreement") with Michael Hitch whereby Mr. Hitch agreed to serve as the Corporation's Chief Executive Officer. Under the terms of the Consulting services Agreement, the Corporation agreed to pay Mr. Hitch $6,250 Can. per month in exchange for management, leadership and strategic business development services. The Consulting Services Agreement had a three month term and expired on September 12, 2006.

     15) The Company entered into a consulting agreement dated November 15, 2005 with Ernest M. Cleave, pursuant to which Mr. Cleave was appointed the Company’s Chief Financial Officer. Under this agreement Mr. Cleave receives $36,000 per year. In addition, Mr. Cleave was granted options to acquire 150,000 Shares, at an exercise price of $1.25 per share, vesting quarterly over the initial one year term of the agreement.

     16) On July 11, 2006 the Company retained Connect Capital Limited (“CCL”) and Connect Corporate Communications Inc. (“CCCI” and collectively the “Connect Group”) to assist with invest and public relation services on behalf of the Company. CCL and CCCI each receive a monthly retainer of $10,000 US for an 18-month term subject to termination by the Company with 30 days written notice. The Company has also issued to CCL an option to purchase 500,000 Shares at an exercise price of $1.10 per Share for the term of the agreement.

     17) On July 12, 2006 the Company entered into a Field Management Agreement with Carlin Trend Mining Services (“Carlin Trend”) pursuant to which the Company hired Carlin Trend, on a month-to-month basis, to oversee and conduct exploration work on the Pony Creek/Elliott Dome Property. See Item 4D. History and Development of the Company: Property, Plant and Equipment.

     18) On July 11, 2006 the Company retained the services of Mr. Ted Markovitz as a capital markets consultant. Under the terms of the agreement, Mr. Markovitz has received an option to purchase 100,000 Shares at an exercise price of $1.10 per Share.

     19) On November 23, 2006 the Company entered into an agreement with Harvest Gold Corporation pursuant to which the Company acquired an option to earn up to a 70% interest in the Rocky Ridge Property, in the Lac du Bonnet Mining District in Manitoba. See Item 4D. History and Development of the Company: Property, Plant and Equipment.

     20) On October 31, 2006 the Company entered into a consulting agreement with Paul Sarjeant pursuant to which Mr. Sarjeant agreed to serve as the Company’s president and chief executive officer. See Item 6B. Directors, Senior Management and Employees - Compensation.

D. 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

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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.

     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.

E. Taxation

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.

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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.

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 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.

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,

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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.

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).

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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 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.

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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 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.

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     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 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.

F.	Dividends and Paying Agents
Not applicable.
G.	Statements by Experts
Not Applicable.
H.	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.

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I. Subsidiary Information

Not applicable.

ITEM 11: Quantitative 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

     The Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost benefit relationship of possible controls and procedures.

     The Company has evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end year covered by this report. Based upon the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

ITEM 16: Reserved

A. Audit Committee Financial Expert

     The Company’s Chairman and independent, non-management directors serve as the Audit Committee. However, a financial expert, as defined under the SEC’s rules, does not serve on the Company’s Audit Committee. The Company believes that its Audit Committee is well equipped to address all financial matters of the Company since the Company’s Chief Financial Officer serves as an active financial advisor to the Audit Committee. In addition, at all times, at least one (1) audit committee member possesses accounting or related financial expertise, while the remaining members are, at minimum, possessed of significant experience in analyzing the financial condition of corporations.

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B. Code of Ethics

     The Company does not currently have a code of ethics that applies to its senior executive officers. The Company hopes to work with its new chief executive officer, Paul Sarjeant, to formally adopt a code of ethics for its senior executive officers. The Company undertakes that it will file a copy of its Code of Ethics with the Securities and Exchange Commission and post the text of such Code of Ethics on the Company’s website.

C. Principal Accountant Fees and Services

     The following chart summarizes the aggregate fees billed by the Company’s external auditors for professional services rendered to the Company during the fiscal years ended May 31, 2006 and 2005 for audit and non-audit related services:

Type of Work	Year Ended May 31, 2006	Year Ended May 31, 2005
Audit fees(1)	27,500	18,000
Audit-related fees(2)	Nil	17,800
Tax fees	2,500	2,000
All other fees	6,000	4,308
Total	36,000	42,108

Notes:

(1)	Aggregate fees billed for the Company’s annual financial statements and services normally provided by the auditor in connection with the Company’s statutory and regulatory filings.
(2)	Aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported as “Audit fees”, including: assistance with aspects of tax accounting, attest services not required by state or regulation and consultation regarding financial accounting and reporting standards.

D.	Exemptions From the Listing Standards for Audit Committees
Not Applicable.
E.	Purchases of Equity Services by the Issuer and Affiliated Purchasers
None.

PART III

ITEM 17: Financial Statements

     1) Balance Sheets of Grandview Gold Inc. as at May 31, 2006 and 2005 and Statements of Operations and Deficit and Cash Flows for each of the three years ended May 31, 2006, 2005, and 2004, 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 15 to the financial statements.

     2) Unaudited Balance Sheet as at August 31, 2006, Statements of Operations and Deficit for the Three Months ended August 31, 2006 and 2005. Statements of Cash Flows for the Three Months ended August 31, 2006 and 2005.

ITEM 18: Financial Statements

See Item 17. Financial Statements.

ITEM 19: Exhibits

A. Financial Statements

     1) Balance Sheets of Grandview Gold Inc. as at May 31, 2006 and 2005 and Statements of Operations and Deficit and Cash Flows for each of the three years ended May 31, 2006, 2005 and 2004, 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 15 to the financial statements.

     2) Unaudited Balance Sheet as at August 31, 2006, Statements of Operations and Deficit for the Three Months ended August 31, 2006 and 2005, and Statements of Cash Flows for the Three Months ended August 31, 2006 and 2005

B. 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.A - 3.F. Reference is made to Amendment No. 1 to the Registration Statement on Form 20-F, dated August 17, 2005, filed with the Securities and Exchange Commission on August 18, 2005, for exhibits 5.A, and 5.B. Reference is made to Amendment No. 2 to the Registration Statement on Form 20-F, filed with the Securities and Exchange Commission on November 15, 2005, for exhibits 3.G through 3.N)

1.	Articles of Incorporation/Bylaws as currently in effect:
	A.	Certificate of Incorporation, Loisan Red Lake Gold Mines Limited, November 23, 1945
	B.	Articles of Amendment dated September 22, 1983
	C.	Articles of Amendment dated April 9, 1987
	D.	Articles of Amendment dated July 6, 2004
	E.	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
	A.	Option Agreement between Mill City Gold Corp. and Grandview Gold Inc. dated April 13, 2005.
	B.	Management contract dated June 1, 2004 with Global-Tek Business Development Inc., a consulting company owned by the president Raymond Pecoskie.
	C.	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.
	D.	Investor relations agreement dated June 29, 2004 with IBK Capital Corp for consulting services.
	E.	Investor Relations agreement dated March 1, 2005, with Tangent Management Corp.
	F.	Agreement for Purchase and Sale Among Grandview Gold Inc. and Wildcat Exploration Ltd. dated effective April 1, 2005.
	G.	Letter of Intent with Goldcorp Inc. (“Goldcorp”), dated July 12, 2005
	H.	Option Agreement with Fronteer Development Group Inc. and the Company, dated as of August 26, 2005
	I.	Investor relations agreement dated September 1, 2005 with Renmark Financial Communications Inc. for consulting services.
	J.	Memorandum of Agreement between the Company and Rodren Drilling Ltd. dated September 12, 2005
	K.	Option Agreement dated September 30, 2005 between the Company and Marum Resources Inc.
	L.	Consulting Agreement dated August 1, 2005 between the Company and Michael A. Dehn.
	M.	Finders Fee Agreement dated October 20, 2005 between the Company and McKeena Gold Inc.
	N.	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.
	O.	Consulting Agreement dated November 15, 2006 between Ernest M. Cleave and the Company.
	P.	Agreement dated July 11, 2006 between the Company and Connect Capital Limited.

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Q.	Agreement dated July 11, 2006 between the Company and Ted Markovitz.
R.	Option Agreement dated November 23, 2006 between the Company and Harvest Gold Corporation.
S.	Consulting Agreement dated June 12, 2006 between the Company and Michael Hitch.
T.	Consulting Agreement dated June 8, 2006 between the Company and Paul Sarjeant.
U.	Consulting Agreement dated October 31, 2006 between the Company, Doublewood Consulting, and Paul Sarjeant.
V.	Field Management Agreement dated July 12, 2006 between the Company and Carlin Trend Mining Services.
W.	Amendment dated December 15, 2006 to Option Agreement dated September 30, 2005 between the Company and Marum Resources Inc.
X.	Agreement dated July 11, 2006 between the Company and Connect Corporate Communications Inc.

4.	List of Subsidiaries
		- None -
5.	Additional Exhibits
	A.	2006 Stock Option Plan
	B.	Audit Committee Charter
	C.	Consent of McCarney Greenwood LLP.
	D.	Consent of R.H. Russell, M.Sc.
12.	Certifications
	A.	Certification of Chief Executive Officer
	B.	Certification of Chief Financial Officer
13.	Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	A.	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	B.	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

- 56 -

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 annual report on its behalf.

	GRANDVIEW GOLD INC.
Date: December 22, 2006	By:	/s/ Paul Sarjeant
		Paul Sarjeant
		President

- 57 -

EX-3.O

EX-3.P

EX-3.Q

Unless otherwise defined herein, all capitalized terms will have the meanings specified in a stock option plan adopted by Grandview Gold Inc. effective as of October 1, 2004 (the "2004 Plan").

OPTION AGREEMENT

THIS AGREEMENT made as of July 11, 2006 (the "Effective Date").

BETWEEN:

GRANDVIEW GOLD INC., a corporation continued pursuant
to the laws of the Province of Ontario,

(the "Corporation")

OF THE FIRST PART

- and -

TED MARKOWITZ., an individual residing in the Province
of Ontario,

(the "Optionee")

OF THE SECOND PART

     For good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto), the Corporation and the Optionee hereby agree as follows:

1. Grant of Option

1.1 The Corporation hereby grants to the Optionee pursuant to the terms of the 2004 Plan the right and option (the "Option") to purchase all or any part of an aggregate of up to One Hundred Thousand (100,000) Shares at a purchase price of $1.10 per Share expiring on July 11, 2007 and on the terms and conditions set forth in this Agreement.

2. Vesting

2.1 Notwithstanding Section 1 above or any other provision of this Agreement, legal and beneficial title to the Option granted to the Optionee hereunder, in respect of the Shares and all rights, privileges and benefits arising and flowing therefrom or to arise or flow therefrom hereafter, shall vest in the Optionee and the Optionee shall be entitled to exercise said Option to purchase the Shares only in the proportion and on the dates (the "Vesting Dates") set out below, provided that the Optionee is a consultant of the Corporation on such Vesting Date (and has been a consultant of the Corporation continuously from the date hereof):

Vesting Date	Number of Shares subject to the Option	Exercise Price
July 11, 2006	100,000	$1.10
Total:	100,000

3. Exercise of Option

3.1 Subject to the provisions of this Agreement, including, without limitation, Section 2 above, the Option may be exercised from time to time prior to the Expiry Time (as hereinafter defined) by delivery to the Corporation at its registered office of an executed Exercise Notice (attached to the Option Agreement as Exhibit "I") addressed to the President of the Corporation specifying the number of Shares with respect to which the Option is being exercised and accompanied by payment in full, by cash or certified cheque, of the purchase price of the Shares then being purchased. Subject to any provisions of this Agreement to the contrary, certificates for such Shares shall be issued and delivered to the Optionee within a reasonable time following the receipt of such notice and payment.

3.2 Notwithstanding any provisions contained in this Agreement, the Corporation's obligation to issue Shares to the Optionee pursuant to the exercise of the Option shall be subject to: (i) receipt of any required shareholder approval; (ii) completion of such registration or other qualification of such Shares or obtaining approval of such governmental or regulatory authority as the Corporation shall determine to be necessary or advisable in connection with the authorization, issuance or sale thereof; (iii) the admission of such Shares to listing on any stock exchange or market on which the Shares may then be listed; and (iv) the receipt from the Optionee 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 jurisdictions. For greater certainty, it is understood that, at a minimum, shareholder approval will be required before any of the options granted herein may be exercised by the Optionee. Nothing contained in this Agreement shall be deemed to require the Corporation to apply for or obtain any such registration, qualification, approval or listing. The Optionee hereby acknowledges and agrees that he has had access to such information as is necessary to enable him to evaluate the merits and risks of acquiring Shares pursuant to the exercise of the Option and that he is able to bear the economic risk of holding such Shares for an indefinite period.

4. No Assignment

4.1 The Option is personal to the Optionee and non-assignable (whether by operation of law or otherwise). Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Option contrary to the provisions of this Agreement, or upon the levy of any attachment or similar process upon the Option, the Option shall, at the election of the Corporation, cease and terminate and be of no further force or effect whatsoever.

5. Expiration

5.1 Subject to the terms and conditions set out in this Agreement, including the vesting conditions set out in Section 2 above and the termination provisions set out in Section 6 below, the Optionee shall have the right to exercise the Option with respect to all or any part of the Shares to the extent vested at any time or from time to time after the date hereof and prior to the close of business on July 11, 2007 (the "Expiry Time"). On the Expiry Time, the Option shall forthwith expire and terminate and be of no further force or effect whatsoever with respect to the unexercised balance of the Shares available under the Option, whether vested or not.

6. Termination of Employment; Death; Bankruptcy

6.1 Subject to the provisions of this Agreement and this Section 6, if the Optionee shall die prior to the full exercise of the Option, its personal representatives, heirs or legatees may, at any time within one (1) year after the date of such death, exercise the Option with respect to the unexercised balance of the Shares to the extent vested, subject to the terms of the Option but only to the same extent to which the Optionee could have exercised the Option immediately before the date of such death. In no event, however, shall the Option be exercisable after the Expiry Time.

6.2 Subject to the provisions of this Agreement and this Section 6 and to any express resolution passed with respect to the Option by the Board or by any Committee, the Option and all rights to purchase Shares pursuant thereto shall immediately expire, except to the extent vested in which case they shall expire and terminate on the thirtieth (30^th) day following the date the Optionee ceases to be a consultant of the Corporation.

6.3 In the event that the Optionee commits an act of bankruptcy or any proceeding is commenced against the Optionee under the Bankruptcy and Insolvency Act (Canada) or other applicable bankruptcy or insolvency legislation in force at the time of such bankruptcy and such proceeding remains undismissed for a period of thirty (30) days, the Option may not be exercised following the date on which the Optionee commits such act of bankruptcy or such proceeding remains undismissed, as the case may be.

7. Rights as a Shareholder

7.1 An Optionee shall not have any rights as a shareholder of the Corporation with respect to any of the Shares subject to the Option until the date of issuance of a certificate for such Shares upon the exercise of the 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.

8. Inconsistency with 2004 Plan

8.1 The parties hereto agree that in the event this Agreement is inconsistent with the 2004 Plan the
2004 Plan shall prevail.

9. Certain Adjustments

9.1 In the event that the Shares are at any time changed or affected as a result of the declaration of a stock dividend thereon or their subdivision or consolidation, the number of Shares reserved for the Option shall be adjusted accordingly by the Board or the Committee to such extent as they deem proper in their discretion. In such event, the number of, and the price payable for, the Shares that are then subject to the Option may also be adjusted by the Board or the Committee to such extent, if any, as they deem proper in their discretion.

9.2 If at any time after the date of this Agreement and prior to the expiration of the term of the Option, the Shares shall be reclassified, reorganized or otherwise changed, otherwise than as specified in Section 9.1 of this Agreement or, subject to the provisions of subsection 10.1(a) of this Agreement, the Corporation shall consolidate, merge or amalgamate with or into another corporation (the corporation resulting or continuing from such consolidation, merger or amalgamation being herein called the "Successor Corporation"), the Optionee shall be entitled to receive upon the subsequent exercise of the Option in

accordance with the terms of this Agreement and shall accept in lieu of the number of Shares to which he was theretofore entitled upon such exercise but for the same aggregate consideration payable therefore, the aggregate number of shares of the appropriate class and/or other securities of the Corporation or the Successor Corporation (as the case may be) and/or other consideration from the Corporation or the Successor Corporation (as the case may be) that the Optionee would have been entitled to receive as a result of such reclassification, reorganization or other change or, subject to the provisions of subsection 10.1(a) of this Agreement, as a result of such consolidation, merger or amalgamation, if on the record date of such reclassification, reorganization or other change or the effective date of such consolidation, merger or amalgamation, as the case may be, he had been the registered holder of the number of Shares to which he was theretofore entitled upon such exercise.

10.	Amendments to the Option
10.1	Notwithstanding anything to the contrary contained in this Agreement:
	(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 or any part thereof shall be made to all or substantially all holders of the Shares, the Corporation shall have the right, upon written notice thereof to the Optionee, to permit the exercise of the Option 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 Optionee to the Option 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, the Option may be exercised as to all or any part of the Shares subject to the Option in respect of which the Optionee would have been entitled to exercise the Option in accordance with the provisions of this Agreement 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 expiration date of the Option; but the Optionee shall not be entitled to exercise the Option with respect to any other Shares; and
	(c)	subject to the rules of any relevant stock exchange or other regulatory authority, the Board may, by resolution, advance the date on which any Option may be exercised or extend the expiration date of the Option.
	(d)	The Optionee hereby acknowledges and agrees that the Board may at any time by resolution terminate the 2004 Plan. 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.

11. Notice

11.1 All communications and payments provided for under this Agreement shall be in writing and shall be deemed to be given when delivered in person or deposited in the mail, first class, certified or registered, return receipt requested, with proper postage prepaid and,

(a) if to the Optionee, addressed to:

	Ted Markowitz
	14 Blue Forest Dr.
	Downsview ON M3H 4W2
	Phone No.:     416-638-8858
	Fax No.:          416-638-7573
(b)	if to the Corporation, addressed to:
	Grandview Gold Inc.
	360 Bay Street, Suite 500
	Toronto, ON M5H 2V6
	Attention: President
	Phone No.:     416-486-3444
	Fax No.:          647-477-2389
	in either case with a copy to:
	WeirFoulds LLP
	130 King Street West
	Suite 1600, Exchange Tower
	Toronto, ON M5X 1J5
	Attention: Wayne Egan
	Phone No.: 416-947-5086
	Fax No.:      416-365-1876

12.	Time of Essence
12.1	Time shall be of the essence of this Agreement and each and every part hereof.
13.	Binding Effect

13.1 This Agreement shall enure to the benefit of and be binding upon the parties hereto, the successors of the Corporation and the executor, administrator, heirs and personal representatives of the Optionee. This Agreement shall not be assignable by the Optionee.

14. Headings

14.1 The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

15. Amendment

15.1 This Agreement may be amended only by a written instrument signed by each of the parties hereto.

16. Governing Law

16.1 This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

17. Duplicate Originals

17.1 It is hereby acknowledged by the parties hereto that this Agreement has been signed in duplicate only, one original executed copy delivered to the Optionee and one delivered to the Corporation.

18. Paramountcy

18.1 To the extent there is any inconsistency or ambiguity between this Agreement and any other employment or consulting agreement, the terms of this Agreement shall govern to the extent of such inconsistency or ambiguity.

     IN WITNESS WHEREOF, the parties have executed this agreement as of the date first written above.

SIGNED, SEALED & DELIVERED	)	GRANDVIEW GOLD INC.
in the presence of	)
	)
	)	Per: ________________________________
	)	Name: D. Richard Brown
	)	Title: Chairman
	)
	)
	)
	)
Witness:		Name: Ted Markowitz

Exhibit "I"

NOTICE OF EXERCISE OF OPTION

TO:	GRANDVIEW GOLD INC. (the "Corporation")
AND TO:	THE DIRECTORS THEREOF
AND TO:	WEIRFOULDS LLP ("WF")

     The undersigned, a consultant of the Corporation, hereby provides notice to the Corporation, the Corporation's directors and to WF that the undersigned is exercising ___________________ options at _______________________ a share, equaling that many common shares of the Corporation (the "Optioned Shares"). The undersigned hereby provides to the Corporation a cheque in the amount of CDN$ _______________________ in payment of the exercise price for the said options and does also hereby provide authority to WF to register the Optioned Shares in the name _______________________ for further distribution.

This Notice of Exercise of Option may be signed and delivered by facsimile.

DATED as of the __________ day of __________________, 200___.

Name:

EX-3.R

SCHEDULE "B"

UNDERLYING OPTION AGREEMENT

EX-3.S

CONSULTING AGREEMENT

This Agreement made as of the 12^th day of June, 2006.

B E T W E E N:

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

(the "Corporation")

OF THE FIRST PART

and

Michael Hitch, an individual residing in the City of London,
England

(the "Consultant")

OF THE SECOND PART

     WHEREAS the Corporation carries on the business of mineral exploration and development (the “Corporation Business”);

     AND WHEREAS the Corporation believes that the Consultant has skills that are required in relation to the Corporation Business;

     NOW THEREFORE this Agreement witnesses that in consideration of the sum of One ($1.00) Dollar of lawful money of Canada and other good and valuable consideration now paid by each of the parties hereto to the other, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Agreement to Serve as a Consultant

By executing this Agreement, the Corporation engages the Consultant as a consultant and the Consultant accepts such engagement and agrees to perform the consulting services described in Article 4 below (the “Services”), all according to the terms and conditions of this Agreement. The consulting relationship between the Consultant and the Corporation created hereby shall be that of an independent contractor, and the Consultant shall not be treated as an employee for Federal or other income tax purposes, and shall be responsible for paying his own estimated income and self-employment taxes with respect to all compensation paid to him hereunder. Except as may be otherwise specifically set forth herein, the Consultant shall not be entitled to any of the benefits of employee status otherwise available to employees of the Corporation. Notwithstanding anything herein to the contrary, the Consultant shall be indemnified and held harmless by the Corporation for any and all of his actions authorized by the Corporation or instructed by the Corporation to be taken and taken in good faith.

2. Term

Subject to Article 9 of this Agreement, the term of this Agreement shall be for a period of three (3) months commencing on June 12, 2006 and ending on September 12, 2006 (the "Term").

- 2 -

3. Termination at End of Term

Prior to the expiry of the Term, either the Consultant or the Corporation may terminate this Agreement at any time by giving the other at least fifteen (15) days prior written notice of termination, or a period of prior notice which has been otherwise mutually negotiated and agreed upon by the parties hereto.

4.	Services to be Provided
	(i)	During the term of this Agreement, the Consultant shall:
		(a)	Providing the services required to manage the day to day business affairs of the company as interim President & CEO; administrating all corporate management issues including but is not limited to ensuring financial statements are prepared on time and filed with the regulatory agencies, negotiating and managing all agreements on exploration and development properties;
		(b)	Fulfill all such duties and responsibilities as are required by the Board of Directors of the Corporation including, but not limited to, oversight of the management of the exploration operations of the Corporation, working in conjunction with the Board of Directors of the Corporation, and implementing and managing business plans for the Corporation; and
		(c)	To perform, to the best his ability, utilizing all of his skill and experience, tasks reasonably assigned to the Corporation from time to time by the Board of the Corporation.
	(ii)	The Corporation agrees to make available to the Consultant such information and resources as are necessary to enable the Consultant to perform his duties and fulfill his responsibilities under this Agreement.
	(iii)	The Consultant shall report to the Board of Directors of the Corporation.
5.	Commitment

During the term of this Agreement, the Consultant shall devote such time as is required to perform the Services under this Agreement which it is understood shall be a minimum of at least [·] hours per month.

6. Compensation

During the Term of this Agreement, the Consultant shall be paid FIFTEEN THOUSAND ($15,000.00) dollars plus applicable taxes for the Term as compensation for the Services provided under this Agreement, which sum shall be payable in equal monthly instalments of FIVE THOUSAND DOLLARS ($5,000.00) plus all applicable taxes.

7. Expenses

The Corporation shall reimburse the Consultant for all expenses reasonably incurred by the Consultant in connection with his services as may be approved by the Corporation from time to time. Such expenses shall include reasonable amounts for travel (airfare, meals, accommodations, taxi/parking etc.), telephone and fax. For all such expenses, the Consultant shall furnish the Corporation statements and vouchers in such form and with such reasonable detail as shall be reasonably required by the Corporation.

- 3 -

8. Payment

The Corporation agrees to pay the Consultant within seven (7) days of receipt of an invoice from the Consultant. It is anticipated that the Consultant will generate monthly invoices.

9. Termination

Notwithstanding the provisions of Section 3 herein, the Corporation may terminate the Consultant hereunder for cause by delivering to the Consultant written notice of termination and such termination shall be effective upon delivery of such notice. For the purposes hereof, the term "cause" means serious misconduct or misfeasance detrimental to the interests of the Corporation by the Consultant.

10. Termination Upon Death or Disability

This Agreement shall terminate upon the death of the Consultant or at the Corporation's election, if the Consultant becomes unable, by reason of physical or mental disability, with or without reasonable accommodation, to perform the essential functions under this Agreement for the minimum disability period. The term "minimum disability period" means three consecutive months or shorter periods aggregating ninety (90) business days or more in any twelve (12) month period. The determination of whether grounds for termination exist under this section shall be made in good faith by the Corporation.

11.	Confidentiality
	(i)	Except as is necessary for the Consultant to render the services hereunder or as otherwise required by law, all knowledge and information concerning the business operations and financial affairs or condition of the Corporation acquired by the Consultant as a result of the Consultant's services to the Corporation, excepting knowledge or information generally available to the public by means of disclosure other than by the Consultant, is confidential information acquired in the strictest confidence.
	(ii)	Without limiting the generality of the foregoing, confidential information shall include in particular any knowledge or information respecting the Corporation's inventions, designs and methods, systems, improvements, trade secrets, customer information, or other private or confidential matters, and all confidential information shall be held by the Consultant in trust for the sole benefit of the Corporation.
	(iii)	The Consultant shall not disclose directly or indirectly (except for the benefit of the Corporation) to any person, business, corporation or other entity not authorized by the Corporation, or otherwise use, any secret or any confidential information or other knowledge or data of the Corporation whether held in trust by the Consultant, whether or not obtained, acquired or developed by the Consultant.
12.	Further Assurances

The parties hereto covenant and agree that they will from time to time and all times hereafter, upon every reasonable request of the other, promptly make, do and execute, all such further acts, deeds or assurances as may be reasonably required for the purposes of implementing the matters contemplated by this Agreement.

- 4 -

13. Time of Essence

Time shall be of the essence of this Agreement.

14. Notices

All notices, requested, demands or other communications under this Agreement or in connection herewith shall be delivered or sent by registered mail, postage fully prepaid, addressed to the other party or delivered to such other party as follows:

(i)	in the case of the Corporation, addressed to:
	c/o WeirFoulds LLP Barristers & Solicitors 130 King Street West
	Suite 1600, The Exchange Tower Toronto, Ontario M5X 1J5
	Attention: Mr. Wayne T. Egan Fax: (416) 365-1876
(iii)	in the case of the Consultant, addressed to:
	Mr. Michael Hitch
	[ •]
	[ •]
	Fax:       [ •]

or at such address as any of the said parties shall by written notice to the other direct. All notices, requested, demands and other communications so given shall be considered effective upon the date of delivery, if delivered, and on the third business day following the mailing thereof, if mailed, to the address stated above for the applicable party. In the event of a mail strike or postal interruption at any time during the term of this Agreement, all notices, requested, demands and other communications shall be delivered.

15. Successors and Assigns

This Agreement is personal to, and may not be assigned or otherwise transferred by the Consultant.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

- 5 -

16. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

     IN WITNESS WHEREOF the parties hereto have duly executed and delivered this Agreement on the date first above written.

GRANDVIEW GOLD INC.

Per:

Name: D. Richard Brown

Title: Director

I have authority to bind the Corporation.

Witness MICHAEL HITCH

EX-3.T

CONSULTING AGREEMENT

This Agreement made as of the 8^th day of June, 2006.

B E T W E E N:

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

(the "Corporation")

     OF THE FIRST PART

and

Paul T. Sarjeant, an individual residing in the Province of
Ontario

(the "Consultant")

OF THE SECOND PART

     WHEREAS the Corporation carries on the business of mineral exploration and development (the “Corporation Business”);

     AND WHEREAS the Corporation believes that the Consultant has skills that are required in relation to the Corporation Business;

     NOW THEREFORE this Agreement witnesses that in consideration of the sum of One ($1.00) Dollar of lawful money of Canada and other good and valuable consideration now paid by each of the parties hereto to the other, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Agreement to Serve as a Consultant

By executing this Agreement, the Corporation engages the Consultant as a consultant and the Consultant accepts such engagement and agrees to perform the consulting services described in Article 4 below (the “Services”), all according to the terms and conditions of this Agreement. The consulting relationship between the Consultant and the Corporation created hereby shall be that of an independent contractor, and the Consultant shall not be treated as an employee for Federal or other income tax purposes, and shall be responsible for paying his own estimated income and self-employment taxes with respect to all compensation paid to him hereunder. Except as may be otherwise specifically set forth herein, the Consultant shall not be entitled to any of the benefits of employee status otherwise available to employees of the Corporation. Notwithstanding anything herein to the contrary, the Consultant shall be indemnified and held harmless by the Corporation for any and all of his actions authorized by the Corporation or instructed by the Corporation to be taken and taken in good faith.

2. Term

Subject to Article 9 of this Agreement, the term of this Agreement shall be for a period of three (3) months commencing on June 7, 2006 and ending on September 7, 2006 (the "Term").

- 2 -

3. Termination at End of Term

Prior to the expiry of the Term, either the Consultant or the Corporation may terminate this Agreement at any time by giving the other at least fifteen (15) days prior written notice of termination, or a period of prior notice which has been otherwise mutually negotiated and agreed upon by the parties hereto.

4. Services to be Provided

(i)	During the term of this Agreement, the Consultant shall:
	(a)	Provide operating and management advice to the Corporation;
	(b)	Fulfill all such duties and responsibilities as are required by the Board of Directors of the Corporation including, but not limited to, oversight of the management of the exploration operations of the Corporation, working in conjunction with the Board of Directors of the Corporation, and implementing and managing business plans for the Corporation; and
	(c)	To perform, to the best his ability, utilizing all of his skill and experience, tasks reasonably assigned to the Corporation from time to time by the Board of the Corporation.
(ii)	The Corporation agrees to make available to the Consultant such information and resources as are necessary to enable the Consultant to perform his duties and fulfill his responsibilities under this Agreement.
(iii)	The Consultant shall report to the Board of Directors of the Corporation.

5. Commitment

During the term of this Agreement, the Consultant shall devote between six (6) to ten (10) days per month to perform the Services under this Agreement.

6. Compensation

During the Term of this Agreement, the Consultant shall be paid EIGHT HUNDRED ($800.00) dollars per day for each whole day during which the Consultant provides the Services under this Agreement.

7. Expenses

The Corporation shall reimburse the Consultant for all expenses reasonably incurred by the Consultant in connection with his services as may be approved by the Corporation from time to time. Such expenses shall include reasonable amounts for travel (airfare, meals, accommodations, taxi/parking etc.), telephone and fax. For all such expenses, the Consultant shall furnish the Corporation statements and vouchers in such form and with such reasonable detail as shall be reasonably required by the Corporation.

8. Payment

The Corporation agrees to pay the Consultant within seven (7) days of receipt of an invoice from the Consultant. It is anticipated that the Consultant will generate monthly invoices.

- 3 -

9. Termination

Notwithstanding the provisions of Section 3 herein, the Corporation may terminate the Consultant hereunder for cause by delivering to the Consultant written notice of termination and such termination shall be effective upon delivery of such notice. For the purposes hereof, the term "cause" means serious misconduct or misfeasance detrimental to the interests of the Corporation by the Consultant.

10. Termination Upon Death or Disability

This Agreement shall terminate upon the death of the Consultant or at the Corporation's election, if the Consultant becomes unable, by reason of physical or mental disability, with or without reasonable accommodation, to perform the essential functions under this Agreement for the minimum disability period. The term "minimum disability period" means three consecutive months or shorter periods aggregating ninety (90) business days or more in any twelve (12) month period. The determination of whether grounds for termination exist under this section shall be made in good faith by the Corporation.

11. Confidentiality

(i)	Except as is necessary for the Consultant to render the services hereunder or as otherwise required by law, all knowledge and information concerning the business operations and financial affairs or condition of the Corporation acquired by the Consultant as a result of the Consultant's services to the Corporation, excepting knowledge or information generally available to the public by means of disclosure other than by the Consultant, is confidential information acquired in the strictest confidence.
(ii)	Without limiting the generality of the foregoing, confidential information shall include in particular any knowledge or information respecting the Corporation's inventions, designs and methods, systems, improvements, trade secrets, customer information, or other private or confidential matters, and all confidential information shall be held by the Consultant in trust for the sole benefit of the Corporation.
(iii)	The Consultant shall not disclose directly or indirectly (except for the benefit of the Corporation) to any person, business, corporation or other entity not authorized by the Corporation, or otherwise use, any secret or any confidential information or other knowledge or data of the Corporation whether held in trust by the Consultant, whether or not obtained, acquired or developed by the Consultant.

12. Further Assurances

The parties hereto covenant and agree that they will from time to time and all times hereafter, upon every reasonable request of the other, promptly make, do and execute, all such further acts, deeds or assurances as may be reasonably required for the purposes of implementing the matters contemplated by this Agreement.

13. Time of Essence

Time shall be of the essence of this Agreement.

14. Notices

All notices, requested, demands or other communications under this Agreement or in connection herewith shall be delivered or sent by registered mail, postage fully prepaid, addressed to the other party or delivered to such other party as follows:

- 4 -

(i)	in the case of the Corporation, addressed to:
	c/o WeirFoulds LLP
	Barristers & Solicitors
	130 King Street West
	Suite 1600, The Exchange Tower
	Toronto, Ontario
	M5X 1J5
	Attention: Mr. Wayne T. Egan
	Fax: (416) 365-1876
(iii)	in the case of the Consultant, addressed to:
	Mr. Paul Sarjeant
	[º]
	[º]
	Fax: [º]

or at such address as any of the said parties shall by written notice to the other direct. All notices, requested, demands and other communications so given shall be considered effective upon the date of delivery, if delivered, and on the third business day following the mailing thereof, if mailed, to the address stated above for the applicable party. In the event of a mail strike or postal interruption at any time during the term of this Agreement, all notices, requested, demands and other communications shall be delivered.

15. Successors and Assigns

This Agreement is personal to, and may not be assigned or otherwise transferred by the Consultant.

16. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

     IN WITNESS WHEREOF the parties hereto have duly executed and delivered this Agreement on the date first above written.

	GRANDVIEW GOLD INC.
	Per:
	Name:	D. Richard Brown
	Title:	Director
	I have authority to bind the Corporation.
Witness		PAUL SARJEANT

EX-3.U

CONSULTING AGREEMENT

THIS AGREEMENT made as of the 31^st day of October, 2006 (the "Effective Date").

B E T W E E N:

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

(hereinafter called the "Company")

- and -

DOUBLEWOOD CONSULTING, a sole proprietorship
duly registered under the laws of the Province of Ontario

(hereinafter called the "Consultant")

- and -

PAUL T. SARJEANT, an individual residing in the city of
Burlington, Ontario

(hereinafter called "Sarjeant")

WHEREAS:

A. The Company is a junior Toronto Stock Exchange listed mining exploration and development and mining company engaged in the acquisition, exploration and development of mineral prospects in Canada;

B. Sarjeant is employed by the Consultant;

C. The Consultant has agreed to provide the services of Sarjeant, a professional geologist (P.Geo.), who has unique experience in the management and supervision of the affairs of junior mining companies; and

D. The Company desires and proposes to retain the services of and avail itself of the benefit and experience of Sarjeant as its President and Chief Executive Officer pursuant to the terms of this Consulting Agreement;

E. The Company is advancing ninety-thousand dollars to Sarjeant which loan will be evidenced by a promissory note dated as of the date hereof (the "Promissory Note")

     NOW THEREFORE THIS AGREEMENT WITNESSETH that, in consideration of the sum of Five Dollars ($5.00) now paid by each party to the other and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto), the parties hereby acknowledge, covenant and agree as follows:

1. Services. The Company hereby agrees to retain the Consultant and the Consultant agrees to provide the services of Sarjeant to provide consulting services as the President and Chief Executive Officer of the Company effective as of the Effective Date in accordance with and subject to the terms and conditions of this Agreement. Subject to the authority of the Board of Directors of the Company over the management and affairs of the Company, Sarjeant shall have the powers and will perform all duties incident to and commensurate with the position President and Chief Executive Officer of the Company including, without limitation, the duty to manage, supervise and conduct the exploration programs of the Company and to advise and report to the Board of Directors in connection therewith, those duties and obligations set out in the by-laws of the Company, together with such other duties and responsibilities as may reasonably be required or imposed from time to time by the Board of Directors of the Company. The Consultant and Sarjeant covenant and agree that Sarjeant will produce timely, good quality work, acting always in the best interests of the Company. The Consultant and Sarjeant will ensure that Sarjeant reports his activities to the Company in accordance with the guidelines established by the Company.

2. Compensation.

(a) Base Salary. For the services rendered by the Consultant as herein required, the Company shall pay to the Consultant, so long as the Consultant is retained by the Company pursuant to the terms of this Agreement, a base annual amount (the "Base Amount") for each year of the Initial Term (as defined below), payable monthly not in advance, commencing on the Effective Date, as follows:

Year of Employment	Annual Base Salary	Equal Monthly Payments (Not in Advance)
Year 1	$150,000.00	$12,500
Year 2	$150,000.00	$12,500
Year 3	$150,000.00	$12,500

Provided that the Base Amount in each year after the Initial Term shall be no less than the Base Amount provided for in the last year of the Initial Term, all future increases in Base Salary after the Initial Term, if any, including the payment of any bonus or other incentive or compensation arrangements, will be subject to review by and at the sole and unfettered discretion of the compensation committee of the Board of Directors of the Company (or, if there is no

	compensation committee, by the Board of Directors itself), on an annual basis determined no later than April 15th of each year, such increases, if any, to be effective as of the first day of the fiscal year in which the new amount is set after evaluating and taking in account, among other things, the Consultant's and Company's performance in the immediately preceding fiscal years and such other criteria determined, set and established by the compensation committee or the Board of Directors, as the case may be, in its sole option and unfettered discretion.
(b)	Business Expenses. Upon presentation of receipts therefor, the Consultant shall be reimbursed for all reasonable out-of-pocket expenses actually and properly incurred in connection with exercising the powers and performing the duties as a senior executive of the Company during the Term including, without limitation, business travel, communication devices and entertainment expenses actually incurred by Sarjeant in connection with fulfilling the duties under this Agreement. The foregoing covenant of the Company to reimburse the Consultant in the manner provided herein shall survive the termination of this Agreement.
(c)	Consultant Benefits. The Company shall provide to Sarjeant with such fringe benefits as from time to time may be offered by the Company to its executives and senior employees generally, including, without limitation, insurance, hospitalization and other health or dental programs and plans maintained by the Company from time to time, if any, but specifically excluding disability insurance. In addition, and to the extent not otherwise reimbursed under subsection 2(b) above, Sarjeant shall receive a motor vehicle allowance of $1000.00 and an office space allowance of $1000.00 per month during the Term.
(d)	Bonuses. For each year (or portion thereof) that this Agreement is in effect, the Board of Directors, after reviewing and taking into account the recommendation of the compensation committee of the Company, if any, shall review the Consultant's performance and based on this review, may provide a bonus in that year, which bonus shall at the sole option and discretion of the Board of Directors of the Company (but subject to compliance with all securities and regulatory laws, rules and policies), be payable either in cash or common shares of the Company or any combination thereof within four (4) months of the end of the fiscal year of the Company to which such bonus may relate. All common share consideration will be issued at fair market value, subject to and in accordance with all securities and regulatory laws, rules and policies governing the Company at the time of issuance and the economic value thereof shall be net of any source deductions required by law to be made therefrom. For greater certainty, the Consultant and Sarjeant hereby covenant and agree to use the proceeds received from any bonus granted hereunder to pay down the Promissory Note so long as same remains outstanding.

(e)

Stock Options. The Consultant shall be eligible, subject to compliance with all securities and regulatory laws, rules and policies, to participate in any stock option plan offered by the Company to its executives and senior employees generally. Upon execution of this Agreement, the Company shall, subject to compliance with all securities and regulatory laws, rules and policies, grant to the Consultant stock options under its Stock Option Plan, as amended (the "Plan"), to purchase up to a maximum of 500,000 common shares of the Company at $1.00 per share expiring (subject to the terms and provisions of the Plan) on October 27, 2011. The stock options will vest immediately, but it is understood and agreed that they may not be exercised by the Consultant until shareholder approval for the grant has been received by the Company. A separate stock option agreement reflecting the foregoing terms and otherwise substantially in the form annexed to the Plan shall be entered into between the Company and the Consultant contemporaneously with the execution of this Agreement.

(f)

Promissory Note. The Corporation agrees that for every full year of the Initial Term during which this Agreement remains in effect it will reduce the amount owing on the Promissory Note by CDN. $30,000.00. In evidence thereof, the Corporation will, at the end of each full year of the Initial Term, issue to Sarjeant a binding letter confirming the reduction in principal of the Promissory Note. For greater certainty, the reduction provided for in this paragraph will be completed prior to determining whether any further payment under Section 2(d) hereof is required.

3. Term of Agreement.

(a)

Initial Term. Subject to the other provisions of this Agreement, the initial term of this Agreement shall be three (3) years commencing on the Effective Date and terminating at 11:59 p.m. (Toronto time) on October 27, 2009 (the "Initial Term"), unless terminated or renewed earlier pursuant to this Agreement. The Initial Term may be extended for additional consecutive one (1) year periods by written agreement of the parties to be entered into no later than ninety (90) days prior to the expiration of the Initial Term (the Initial Term, as so extended, shall be referred to in this Agreement as the "Term"), failing which, subject to Section 22 below, this Agreement and all rights and obligations hereunder shall expire and terminate and be of no further force or effect.

(b)

Termination at Will. The Company may terminate this Agreement at will any time prior to the end of the Term without cause by written notice to the Consultant, provided that in such event, in lieu of common law and statutory rights to notice of termination and any other damages or compensation as the Consultant would have otherwise been entitled to upon termination of this Agreement (collectively, "Termination Compensation"), the Company shall pay to the Consultant within sixty (60) days of the date of termination a settlement amount equal to nice (9) months' of Base Amount, at the rate of Base Amount

	payable to the Consultant immediately prior to the effective date of termination (in each case being referred to herein as the "Settlement Amount"), in full, final and complete satisfaction of any and all claims that the Consultant may have against the Company including, without limitation, for Termination Compensation. In addition to the Settlement Amount, the Company shall, to the extent earned, pay to the Consultant within ten (10) business days of such termination without cause, all accrued amounts due and owing to the Consultant pursuant to Section 2 above up to and including the effective date of termination.
(c)	Termination for Cause. This Agreement may be terminated for cause at any time by the Company without notice and without any payment in lieu of notice. For greater certainty, in addition to and without limiting in any manner whatsoever the common law definition of "cause", any reference to "cause" within this Agreement shall include:
	(i)	any breach or non-observance by the Consultant, Sarjeant or any employees or service providers of the Consultant of a material obligation pursuant to this Agreement that continues for a period of ten (10) business days after written notice of such breach or non-observance is given by the Company to the Consultant;
	(ii)	willful misconduct by the Consultant, Sarjeant or any employees or service providers of the Consultant in the performance or discharge of any of its duties hereunder that is materially injurious to the Company or the Business of the Company (as hereinafter defined), monetarily or otherwise;
	(iii)	the bankruptcy or insolvency of the Consultant or Sarjeant;
	(iv)	commission of an act of fraud, embezzlement or financial misappropriation or other similar act;
	(v)	the conviction of the Consultant or Sarjeant for any criminal offence, other than any criminal offence which, in the reasonable opinion of the Board of Directors of the Company, does not adversely affect his position or his ability to continue as a senior executive of the Company or otherwise have a material adverse effect upon the Company, the business of the Company or its reputation; and
	(vi)	mental or physical incapacity or disability of the Consultant or Sarjeant in accordance with subsection 3(e) below.

Within ten (10) business days of termination for cause, the Company shall pay to the Consultant to the extent earned, all accrued amounts due and owing to the Consultant pursuant to Section 2 above, up to and including the effective date of

	termination in full, final and complete satisfaction of any and all claims that the Consultant may have against the Company, including without limitation, for Termination Compensation. Subject to the foregoing and the arbitration provisions of Section 13, the Consultant acknowledges and agrees that with respect to any such termination for cause, the Consultant shall not be entitled to any Termination Compensation or any other compensation or payment of any nature or kind whatsoever.
(d)	Voluntary Termination. The Consultant shall be entitled to terminate this Agreement, at will, at any time by giving three (3) months' prior written notice to the Board of Directors of the Company and within ten (10) business days of the effective date of such termination, the Company shall pay to the Consultant, to the extent earned, all accrued amounts due and owing to the Consultant pursuant to Section 2 above up to and including the effective date of termination (the "Resignation Settlement Amount"). For greater certainty, the parties agree that nothing in this Agreement prevents the Company from waiving the foregoing notice period, or a portion thereof, specified in this subsection 3(d). In the event that the Company waives such notice period, or any portion thereof, the Company shall only be obligated to pay to the Consultant to the extent earned all accrued amounts provided for under Section 2 above due and owing up to the effective date of termination in full, final and complete satisfaction of any and all claims that the Consultant may have against the Company, including without limitation, for Termination Compensation. Subject to the foregoing, the Consultant acknowledges and agrees that with respect to any such voluntary resignation it shall not otherwise be entitled to any Termination Compensation or any other compensation or payment of any nature or kind whatsoever.
(e)	Disability. If, during the Term, Sarjeant, in the reasonable judgment of the Board of Directors of the Company acting in good faith, becomes unable, by reason of physical or mental disability, with or without reasonable accommodation, to adequately perform the duties and obligations of the Consultant hereunder for the period of three (3) consecutive months or any number of shorter periods aggregating ninety (90) business days or more in any twelve (12) month period, the Company shall be entitled to terminate this Agreement for cause pursuant to subsection 3(c) of this Agreement. The Company shall also be so entitled in the event that the Consultant does not provide Sarjeant to return to work for a continuous period of at least ninety (90) days following a continuous absence of ninety (90) days.
(f)	Death or Dissolution. This Agreement will be deemed to terminate as of the last day of the month in which the Consultant is dissolved or in which the death of Sarjeant occurs. Following termination pursuant to this subsection 3(f), the Company shall not be obligated to make any further payments under this Agreement, except all accrued amounts due and owing to the Consultant pursuant to Section 2 above up to and including the effective date of termination and such

	other death benefits that Sarjeant's survivors may be entitled to under such plans, programs and policies maintained by the Company in respect of its senior officers and executives, if any, which amounts shall be paid by the Company to the estate or such beneficiaries as Sarjeant may from time to time designate within sixty (60) days of death (or such shorter period as may be required by applicable law).
(g)	Status of Stock Options. Notwithstanding any other agreement in effect as of the Effective Date or entered into after the Effective Date, in the event that this Agreement is terminated for cause pursuant to subsection 3(c) above or by voluntary resignation pursuant to subsection 3(d) above, any stock options held by the Consultant that have not vested as of the date of such termination shall be deemed to be terminated and of no further force or legal effect. Any stock options held by the Consultant that have vested as of the date of such termination shall remain exercisable subject to the terms of the stock option plan and/or agreement pursuant to which said stock options were originally granted. In the event that this Agreement is terminated at will pursuant to subsection 3(b) above or as a result of the Consultant's death pursuant to subsection 3(f) above, above, all unvested stock options held by the Consultant shall be deemed to have vested as of the effective date of termination or deemed termination to allow the Consultant (or his personal representatives) to exercise the options to purchase shares granted thereby with regard to that number of shares that the Consultant would have been entitled to purchase had his employment continued for a period of three (3) months from the effective date of such termination or deemed termination. In the event that any of the terms of such options are not ascertainable or in the event that applicable securities legislation precludes the acceleration of the vesting dates in the manner described herein, the Company agrees to compensate the Consultant by way of a cash payment of that amount of money which the Consultant would have been entitled to (the "Option Payout") if it had exercised any such options on the effective date of termination or deemed termination at the applicable exercise price and sold the securities on the exchange or market where the majority of the Company's shares are then traded, at a price equal to the average trading price for the last ten (10) business days preceding the effective date of termination on which the subject securities were traded. In the event that such average trading price does not exceed the applicable exercise price, no compensation shall be payable by either party with respect thereto. The Option Payout, if any, shall be paid within one hundred twenty (120) days of the effective date of termination of the Consultant and shall be in final, full and complete satisfaction of any and all obligations of the Company under any and all stock options held by the Consultant.
(h)	Limitations. Regardless of the reason for the termination of this Agreement, and whether or not the Company had cause to terminate or gave proper notice or payment in lieu thereof pursuant to subsections 3(b), 3(c), 3(d) or 3(e) hereof, the Company's total liability to the Consultant hereunder shall be limited to the payment to the Consultant to the extent earned all accrued amounts provided for

under Section 2 above due and owing up to and including the effective date of termination and, if applicable, payment of the Settlement Amount, Resignation Settlement Amount, and Option Payout, as the case may be. Subject to the foregoing, the Consultant shall have no right and hereby waives any possible entitlement to sue the Company (including any of its officers, directors, employees, consultants and authorized agents and representatives) for damages, additional salary, commissions, wages, benefits or bonuses of any and every nature or kind whatsoever relating to this Agreement and the provision of services hereunder including, without limitation, Termination Compensation, unless:

(i)

the Company purported to terminate this Agreement for cause pursuant to subsection 3(c) above; and

(ii)

a final binding decision not subject to further appeal made by a court, arbitrator or other trier of fact or body having competent jurisdiction has determined that termination for cause had not been established and the Company (or any of its officers, directors, employees, consultants or authorized agents or representatives) in purporting to terminate for cause acted maliciously or with wanton disregard;

in which case the above-noted limitation on damages shall not apply.

(i) No Reduction. Any amounts or benefits payable by the Company under this Section 3 shall not be reduced in any respect in the event that the Consultant shall secure or shall not reasonably pursue alternative arrangements following termination or deemed termination of the Consultant.

4. Duties. The Consultant shall provide the services of Sarjeant to assume and duly and diligently perform the duties and responsibilities of President and Chief Executive Officer of the Company as set out in this Agreement and the by-laws of the Company and will be responsible for managing and overseeing the operation of the specific aspects of the Business of the Company (as hereinafter defined) including hiring competent employees and retaining competent consultants and other professional advisors as may be required by the Company from time to time and the daily operations of certain exploration and development projects, together with such other duties as may reasonably be required from time to time by the Board of Directors of the Company. The Consultant shall and shall cause Sarjeant to truly and faithfully account for and deliver to the Company all property of any and every nature and kind whatsoever belonging to the Company which the Consultant may receive from or on account of the Company. Neither the Consultant nor any of its employees or service providers shall willfully take any action that conflicts with the duties of the office held by the Consultant or with the best interests of the Company.

5. Representations, Warranties and Covenants of the Consultant.

(a)	During the Term, the Consultant shall cause Sarjeant to devote no less than 40 hours per week (Monday to Friday) of the his time, attention and ability (the "Dedicated Time") to the designated responsibilities and duties and shall at all times during the Term faithfully, competently and diligently perform such duties and responsibilities to the Company and shall use best efforts to promote the best interests of the Company.
(b)	The Consultant and Sarjeant agree not to engage in any other business activities which would prevent them from devoting the Dedicated Time to the Business of the Company unless the prior written consent of the Company is obtained. It is nonetheless understood that the Consultant and Sarjeant may accept such other engagements as would not interfere with their obligations hereunder.
(c)	The Consultant and Sarjeant agrees that they shall not, at any time during the currency of this Agreement or within twelve (12) months after its termination, either by the Company for cause or by virtue of the Consultant's resignation, take any steps or make an approach, either directly or indirectly, to solicit or encourage in any manner whatsoever any employee of the Company calculated to lead to such employee leaving his employment with the Company.
(d)	Upon termination of this Agreement (by either the Consultant or the Company), the Consultant and Sarjeant shall forthwith deliver or cause to be delivered to the Company all books, documents, money and all other assets and property of any nature or kind whatsoever belonging to the Company which are in the possession or control of the Consultant.

6. Patents, Trade Marks, Copy Rights and Other Industrial Property.

(a) All discoveries, ideas, suggestions, improvements, designs, discoveries and inventions which relate directly and exclusively to the Business of the Company and such other business or businesses as may be carried on by the Company from time to time relating to mineral and resource exploration and development and the mining industry in general, made or developed by the Consultant or Sarjeant solely, jointly or in common with others while retained by the Company, whether or not conceived or made during his regular working hours, or whether or not the Consultant or Sarjeant is specifically instructed to make or develop the same (collectively, the "Inventions"), shall be for the benefit of the Company and shall be considered and deemed to have been made under and by virtue of this Agreement and shall immediately be disclosed to and become the property of the Company. For the purposes of this Agreement, "Business of the Company" means the business of acquiring mineral resource properties situated in Canada and Nevada, USA, and to carry out exploration, development and mining activities thereon in search and exploitation of economic deposits of metals and

minerals, together with all undertakings ancillary or related thereto or connected therewith.

(b)

The Consultant and Sarjeant will assign, set over and transfer to the Company the entire right, title and interest in and to any and all Inventions and in and to all letters patent and applications for letter patent which may be, or may have been, filed with respect to such Inventions by the Consultant or Sarjeant or for the Consultant or Sarjeant or in either name, or which may have been issued to the Consultant or Sarjeant or to either the Consultant's or Sarjeant's benefit with respect to such Inventions, whether filed or issued in Canada or any other country whatever, and the Consultant and Sarjeant agree to execute and deliver to the Company any and all instruments and papers necessary or desirable to accomplish such assignment and transfer and to perfect the title, and all instruments or papers which may be necessary or desirable to obtain and promote the right to the exclusive enjoyment of the aforesaid Inventions by the Company, whether within or without Canada. The Consultant and Sarjeant will, when requested by the Company, testify in any legal proceeding on behalf of the Company and will sign, at the request of the Company, all lawful papers and execute and sign any original, additional, provisional, or reissue applications for letters patent with respect to said Inventions which may be necessary or desirable to accomplish the foregoing, and in general will do all lawful acts to aid the Company to obtain and enforce protection of its aforesaid Inventions in any and all countries. Such assistance will, if required while retained pursuant to this Agreement, be without compensation other than the remuneration due to the Consultant hereunder; PROVIDED, however, that in giving such assistance and in testifying and signing documents as aforesaid, the Consultant and Sarjeant shall not be required to expend any money, but all expenses in connection therewith shall be assumed and paid by the Company, provided such expenses shall have been incurred at the request of the Company. If such request to testify or to provide assistance is made after the termination of this Agreement, then the Consultant shall be required to do so only if so doing will not jeopardize any consulting or other commercial undertaking in which the Consultant may directly or indirectly be involved and only if the Consultant is provided with adequate compensation for the time required to be spent in providing such testimony or assistance.

7. Confidential and Proprietary Information.

(a) As used herein the words "Confidential Information" include: (i) such information as any director, officer or senior employee of the Company may from time to time designate in writing to the Consultant as being included in the expression "Confidential Information"; (ii) results from any exploration conducted or authorized by the Company or its agents in connection with any of the Company's mining properties or claims; (iii) business marketing plans, strategies and methods which are not standard industry practice, or which are not generally known in the industry; (iv) any formulae, specifications, methods or

	processes of a secret or confidential nature which has come into his possession or knowledge during his employment by the Company; (v) any secret or trade secret or know-how of the Company or any information relating to the Company or the Business of the Company or to any person, firm or other entity with which the Company does business which is not known to persons outside the Company including the identity of customers and suppliers of the Company; (vi) any information, process or idea that is not generally known outside of the Company; (vii) all proprietary and financial information relating to the Company and the Business of the Company; (viii) all computer programs including algorithms, specifications, flow charts, listings, source codes and object codes either owned by the Company or to which the Company has access and wishes to keep confidential; (ix) all information relating to computer programs now existing or currently under development; (x) customer and supplier lists and records; and (xi) shall specifically exclude the information deemed to be excluded from the definition of Confidential Information pursuant to subsection 8(g) below. The Consultant acknowledges that the foregoing is intended to be illustrative without limitation and that other Confidential information may currently exist or hereafter arise in the future.
(b)	The Company, the Consultant and Sarjeant acknowledge and agree that the relationship between them is one of mutual trust and reliance.
(c)	The Consultant and Sarjeant acknowledges that they have and may have access to information and knowledge, including Confidential Information, relating to all aspects of the Business of the Company, the disclosure of any of which to the Company's competitors, customers, or the general public may be highly detrimental to the best interests of the Company.
(d)	The Consultant and Sarjeant acknowledge that the Business of the Company cannot be properly protected from adverse consequences of the actions of the Consultant or Sarjeant other than by restrictions as set forth herein.
(e)	The Consultant and Sarjeant agree not to disclose at any time, either during or after the termination of the Consultant's employment by the Company, to any person, firm, corporation or other entity any Confidential Information except as authorized expressly in writing by the Board of Directors of the Company or in the normal course of carrying out his duties hereunder in good faith.
(f)	In the event the Consultant ceases for any reason to be employed by the Company, the Consultant and Sarjeant agree forthwith upon such termination to return to the Company each and every copy of any Confidential Information (including all notes, records and documents pertaining thereto) in the possession or under the control of the Consultant or Sarjeant at that time.

(g)	Notwithstanding the foregoing, "Confidential Information" shall be deemed not to include:
	(i)	information which the Consultant honestly believed acting in good faith was in the public domain at the time of the Consultant's receipt thereof;
	(ii)	information which, after the Consultant's receipt thereof, the Consultant can establish became part of the public domain through no action or inaction of the Consultant or through the normal course of carrying out his duties hereunder honestly and in good faith;
	(iii)	information which the Consultant can establish at the time it was received in good faith by the Consultant from a third party, he honestly believed acting in good faith was lawfully in the possession of such third party, free of any obligation of confidence; and
	(iv)	information which, after the Consultant's receipt thereof, the Consultant can establish he is obligated under law to disclose to a court or other governmental body, provided that in so disclosing the Consultant shall do so on a strictly private and confidential basis.

8. Non-Competition. For a period of twelve (12) months after the termination of this Agreement (unless this Agreement is terminated pursuant to subsection 3(b) hereof in which case the period shall be six (6) months), the Consultant and Sarjeant agree not to participate directly or indirectly, in any way in a business that is competitive with the Business of the Company or any other business that may be conducted by the Company as at the date of such termination involving in any manner whatsoever rights or claims in or to or the conduct of exploration, development, production, or other mining activities on or in respect of mineral or mining rights or claims situated or located within a five (5) mile radius of any mineral or mining right or claim owned by or in respect of which the Company has a legal interest (a "Competitive Business"). It is agreed that the Consultant or Sarjeant shall be in violation of the foregoing provisions if he participates directly or indirectly, in a Competitive Business, whether;

(a)	as a principle, partner or employee;
(b)	as an officer, director or similar official of any incorporated or unincorporated entity (including, without restricting the generality of the foregoing, any corporation, partnership, joint venture, association, syndicate or trust) engaged in any activities included as part of the Competitive Business (each of which entities is hereinafter referred to as the "Other Entity");
(c)	as a consultant or advisor to or agent of any Other Entity;
(d)	as a holder of shares in any Other Entity in such number which, together with all shares in such Other Entity which are subject to an agreement to, or which in fact,

	vote (or otherwise act) in concert with the Consultant, exercise the effective control of any such Other Entity;
(e)	by canvassing or soliciting on behalf of the Other Entity orders for a Competitive Business; and
(f)	by providing, directly or indirectly, financial or other assistance to a business which is substantially similar to or competitive with the Competitive Business.

9. Waiver of Defences. The Consultant and Sarjeant acknowledge and agree that with respect to Section 8 only:

(a)	the duration and area within which the restrictions set forth in Section 8 above shall apply have been considered by the Consultant and Sarjeant and the restraints and restrictions of and on the future activities of the Consultant and Sarjeant are reasonable in the circumstances;
(b)	all restrictions in Section 8 above are reasonable and valid and all defences to the strict enforcement thereof by the Company are hereby waived by the Consultant and Sarjeant;
(c)	a violation of any of the provisions of Section 8 may result in immediate and irreparable harm and damage to the Company; and
(d)	in the event of any violation by the Consultant or Sarjeant of any provision of Section 8 above, the Company shall, in addition to any other right to relief, be entitled to equitable relief by way of temporary or permanent injunction, restraining orders or other equitable actions and to such other relief as any court of competent jurisdiction may deem just and proper. Nothing herein shall be construed as prohibiting the Company from pursuing any other available remedy for a breach or threatened breach of the provisions of Section 9 of this Agreement, including the recovery of damages.

10. Indemnification of Consultant.

(a) In addition to any rights to indemnification to which the Consultant are entitled under the Company's articles of incorporation and bylaws, the Company shall indemnify the Consultant at all times during the Term of this Agreement and after the Term, provided that in all cases the subject action of the Consultant and was bona fide and conducted during the Term of this Agreement in good faith on behalf and in the best interests of the Company, to the maximum extent permitted under applicable law, and shall pay the Consultant's reasonable expenses, including solicitors fees on a solicitor/client basis, in defending any civil or criminal action, suit, or proceeding in advance of the final disposition of such action, suit or proceeding.

(b) The Company further agrees to pay for officer and director liability insurance for the Consultant, and to maintain such insurance in place at all times, with respect to the Company to the extent currently maintained and otherwise to the extent reasonably available.

11. Independent Contractor and not Employee. The parties acknowledge and agree that the Consultant shall provide the services to the Company as an independent contractor and not as an employee of the Company and that an employer-employee relationship is not created by this Agreement. The Consultant covenants and agrees that in the performance of his obligations hereunder he shall comply with all applicable laws, regulations and orders of the federal laws of Canada and of the province of Ontario and all laws, rules and policies of all regulatory bodies and stock exchanges governing the Company and the Contractor.

12. Vacation. Sarjeant shall be entitled to four (4) weeks' vacation at full pay during each year of the Term of this Agreement. Such vacation shall be taken at a time mutually agreeable to the Company and the Consultant. The Company agrees to use its best efforts to accommodate Sarjeant's wishes with respect to the timing of his vacation period, but reserves the right to determine the timing of Sarjeant's vacation depending on the requirements of the Company's business. One half of any year's vacation entitlement in any year may be accumulated and carried forward. The remainder of Sarjeant's vacation entitlement may be taken only within the fiscal year of entitlement thereto and may not be accumulated from year to year unless otherwise approved by the Board of directors.

13. Arbitration. In the event that any dispute arises among the parties with reference to this Agreement or any matter arising hereunder and upon which the parties cannot agree or resolve, including, without limitation, whether there has been an effective termination for cause, then such dispute shall be referred to a single arbitrator agreed upon by the parties, or if they are unable to so agree, a single arbitrator appointed by the court in accordance with the Arbitrations Act (Ontario) or any successor legislation enforced in the Province of Ontario from time to time. Scheduling and other procedures relating to the arbitration shall be determined by the arbitrator so appointed based on the complexity and nature of the dispute in question and in a manner which permits all parties a full and fair hearing. The award of the arbitrator shall be final and binding as between the parties and shall not be subject to appeal. Notwithstanding the foregoing, no party shall be precluded from initiating a proceeding in a court of competent jurisdiction for the purposes of obtaining any emergency or provisional remedy to protect its rights that may be necessary and that is not otherwise available under the Agreement, including temporary and preliminary injunctive relief and restraining orders.

14. Entire Agreement. This Agreement contains the entire agreement of the parties relative to the employment of the Consultant by the Company and no modifications thereof shall be binding upon the parties unless the same is in writing, signed by the respective parties thereto. Any and every other prior agreement or understanding with respect to the employment of the Consultant, whether written or oral, is hereby superseded and replaced by this Agreement. No representations have been made to the Consultant by anyone, nor are there any collateral agreements, with respect to the employment of the Consultant on which the Consultant has relied

except as set out in this Agreement. No waiver of any provision in this Agreement shall be deemed nor shall constitute a waiver of any other provision, nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

15. Notices. Every notice provided for in this Agreement shall be written and directed to the party to whom delivered or given and shall be delivered or given at the following addresses:

(a) if to the Consultant, to:

Doublewood Consulting
3313 Michelle Court
Burlington, ON L7M 3W6

Attention: Paul T. Sarjeant
Fax: 416-905-331-5212

(b)	if to Paul T. Sarjeant
	3313 Michelle Court
	Burlington, ON L7M 3W6

Fax: 416-905-331-5212

(c)	if to the Company, to:
	Grandview Gold Inc.
	360 Bay Street, Suite 500
	Toronto, ON M5H 2V6

Attention: Chief Consultant Officer
Fax: 647-477-2389

with a copy to:

WeirFoulds LLP
Barristers & Solicitors
Suite 1600, 130 King Street West
Toronto, ON M5X 1J5

Attention: Mr. Wayne Egan
Fax: 416-365-1876

Each such notice shall be:

(A)	personally delivered;
(B)	sent by telecopier or other direct written electronic means; or

(C) sent by registered mail.

Any notice sent by way of the means described in subclause (1) above shall be deemed to have been given and received on the Business Day on which it has been personally delivered provided that if such notice has not been delivered on a Business Day, then it shall be deemed to have been given and received on the next Business Day thereafter. Any notice sent by way of means described in subclause (2) above shall be deemed to have been given and received on the date on which it was transmitted provided that if such notice has not been transmitted on a Business Day or if it was not transmitted prior to 5:00 p.m. on the Business Day that it was transmitted, then it shall be deemed to have been given and received on the next Business Day thereafter. Any notice sent by the means described in subclause (3) above shall be deemed to have been given and received on the fifth (5^th) Business Day following the date upon which it has been mailed. If mail service is or is threatened to be interrupted at any time when a notice is required to be given hereunder, then such notice shall be given by the means described in subclause (1) or subclause (2) above. Each party may change its address for the purposes of this section from time to time by giving written notice of such change to the other parties in accordance with this section. For the purposes of this Agreement, "Business Day" means any day other than Saturday, Sunday or any day on which banks are generally not open for business in the City of Toronto, Ontario.

16. Force Majeure. No party hereto shall be held responsible or liable or be deemed to be in default or in breach of this Agreement for its delay, failure or inability to meet any of its obligations under this Agreement (other than any obligation to pay money) caused by or arising from any cause which is unavoidable or beyond the reasonable control of such party, including war, warlike operations, riot, insurrection, orders of government, strikes, lockouts, disturbances or any act of God or other cause which frustrates the performance of this Agreement.

17. Governing Law. This Agreement and the rights and obligations and relations of the parties hereto shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein (but without giving effect to any conflict of laws rules). The parties hereto agree that the Courts of Ontario shall have jurisdiction to entertain any action or other legal proceedings based on any provisions of this Agreement. Each party hereto does hereby attorn to the jurisdiction of the Courts of the Province of Ontario.

18. Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each provision of this Agreement shall be valid and enforced to the fullest extent permitted by law and be independent of every other provision of this Agreement.

19. Remedies Cumulative. No remedy herein conferred upon or reserved in favour of any party hereto shall exclude any other remedy herein or existing at law or in equity or by statute, but each shall be cumulative and in addition to every other remedy given hereunder or now or hereafter existing.

20. Further Assurances. Each party hereto agrees from time to time, subsequent to the date hereof, to execute and deliver or cause to be executed and delivered to the other of them such instruments or further assurances as may, in the reasonable opinion of the other of them, be necessary or desirable to give effect to the provisions of this Agreement.

21. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other, provided on the sale of all or substantially all of the assets and Business of the Company, the Company may assign this Agreement to the purchaser of such assets and business.

22. Survival of Sections. Notwithstanding any other provision hereof, the provisions in Sections 2(b), 6(c) and (d), 6, 7, 8, 9, 10 and 13 and this Section 22 of this Agreement shall survive the expiry or termination of this Agreement.

23. Enurement. This Agreement shall enure to the benefit and be binding upon the Consultant and the Company and their respective heirs, executors, administrators, personal representatives, successors and assigns.

24. Construction Clause. This Agreement has been negotiated and approved by all parties hereto with the benefit of or with the full opportunity of seeking advice from independent legal counsel and, notwithstanding any rule or maxim of construction to the contrary, any ambiguity or uncertainty will not be construed against any party hereto by reason of the authorship of any of the provisions hereof.

25. Independent Legal Advice. The Consultant acknowledges that he was advised by the Company and its counsel, prior to executing this Agreement, to seek independent legal advice with respect to this Agreement and was given full and unfettered opportunity to obtain such advice prior to executing this Agreement.

26. Prior Agreements. For greater certainty, the parties acknowledge that all prior agreements relating to the employment of the Consultant by the Company, whether written or oral, are hereby superseded and replaced by this Agreement.

     IN WITNESS WHEREOF the parties hereto have signed and sealed this Agreement effective as of the Effective Date.

SIGNED, SEALED AND DELIVERED	)	GRANDVIEW GOLD INC.
	)
	)
	)	Per:
	)	Name: D. Richard Brown
	)	Title: Director
	)
	)	I have the authority to bind the Corporation.
	)

	)	DOUBLEWOOD CONSULTING
	)
	)
	)	Per:
	)	Name: Paul T. Sarjeant
	)
	)
Witness	)	Paul T. Sarjeant
	)

EX-3.V

EX-3.W

EX-3.X

EX-5.A

STOCK OPTION PLAN
(AS MOST RECENTLY AMENDED ON NOVEMBER 30, 2006)

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 amended) as 20% 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 and as amended and approved by the shareholders of the Corporation on November 30, 2006.
(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.

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

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(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
(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 Company 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

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(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 Company 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.
(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 Company 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.

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(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 3.5 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.
(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 Issues 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.

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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 Company 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 Company Employee if such Employee, Consultant or Management Company Employee is a bona fide Employee, Consultant or Management Company Employee of the Corporation or a 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 stock 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.

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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 (CNQForm 3); and
(b)	any other forms or documents as may be required by the Corporation based on the advice of its counsel.

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 20% 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 (d) below:

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(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 of the Corporation and such Option Holder ceases to be a Director of the Corporation other than by reason of death, the Expiry Date of the Option will not exceed the 90th day following the date the Option Holder ceases to be a Director of the Corporation unless the Option Holder ceases to be a Director 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 of the Corporation.
(c)	Ceasing to be an Employee or Consultant
	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 30th 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 30th day following the Termination Date unless the Option Holder ceases to be so engaged as a result of:

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(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;
(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

10

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 "ReOrganization 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           Vesting Requirement for Investor Relation Activities. Notwithstanding any other provision hereof, Options granted to Persons engaged to provide Investor Relations Activities shall vest in stages over a period of 12 months from the Grant Date with no more than ¼ of any such Options granted vesting in any three-month period.

3.10           Hold Periods. In addition to any resale restrictions under Securities Laws, any Option granted under this 2004 Plan and any Shares issued upon the due exercise of any such Option so granted will be subject to a four-month TSX-V hold period commencing from the Grant Date of the Option if the Corporation is then a Tier 2 Issuer, in which case the Option, and the Shares issued upon due exercise of the Option, if applicable, will bear the following legend:

"Without prior written approval of the TSX Venture Exchange

and compliance with all applicable securities legislation, the

securities represented by this certificate may not be sold,

transferred, hypothecated or otherwise traded on or through

the facilities of the TSX Venture Exchange or otherwise in

Canada or to or for the benefit of a Canadian resident until

[four months from the Grant Date]."

If the Corporation is a Tier 1 Issuer on the Grant Date, and provided that the Exercise Price of the Option to be granted is no less than the Market Price, the Corporation may grant Options without the aforesaid four-month TSX-V hold period.

3.11           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

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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 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 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 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 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.

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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;
(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

13

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

5.4           Board Requirements. Any Option granted under the 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 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

14

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 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 Plan by any Regulatory Authority of any jurisdiction to which the Plan or the Corporation now is or hereafter becomes subject, such changes shall be made to the Plan as are necessary to conform with such requirements and, if such changes are approved by the Board, the 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.

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 provided that such termination 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 the date of such termination, which will continue to be governed by the provisions of this 2004 Plan.

15

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.

SCHEDULE "A"

Unless otherwise defined herein, all capitalized terms will have the meanings specified in a stock option plan adopted by Grandview Gold Inc. effective as of October 1, 2004 (the "Plan").

OPTION AGREEMENT

THIS AGREEMENT made as of •, 200•(the "Effective Date").

BETWEEN:

GRANDVIEW GOLD INC., a corporation continued pursuant to the
laws of the Province of Ontario,

(the "Corporation")

OF THE FIRST PART

- and -

•,

(the "Optionee")

OF THE SECOND PART

     For good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto), the Corporation and the Optionee hereby agree as follows:

1. Grant of Option

1.1 The Corporation hereby grants to the Optionee pursuant to the terms of the Plan the right and option (the "Option") to purchase all or any part of an aggregate of up to • Shares at a purchase price of $• per Share expiring on • and on the terms and conditions set forth in this Agreement.

2. Vesting

2.1 Notwithstanding Section 1 above or any other provision of this Agreement, legal and beneficial title to the Option granted to the Optionee hereunder, in respect of the Shares and all rights, privileges and benefits arising and flowing therefrom or to arise or flow therefrom hereafter, shall vest in the Optionee and the Optionee shall be entitled to exercise said Option to purchase the Shares only in the proportion and on the dates (the "Vesting Dates") set out below, provided that the

Optionee is a [Consultant or Employee or Director] of the Corporation on such Vesting Date (and has been a [Consultant or Employee or Director] of the Corporation continuously from the date hereof):

Vesting Date	Number of Shares subject to the Option	Exercise Price
•	•	•
•	•	•
•	•	•
•	•	•
Total:	•

3. Exercise of Option

3.1           Subject to the provisions of this Agreement, including, without limitation, Section 2 above, the Option may be exercised from time to time prior to the Expiry Time (as hereinafter defined) by delivery to the Corporation at its registered office of an executed Exercise Notice (attached to the Option Agreement as Exhibit "I") addressed to the President of the Corporation specifying the number of Shares with respect to which the Option is being exercised and accompanied by payment in full, by cash or certified cheque, of the purchase price of the Shares then being purchased. Subject to any provisions of this Agreement to the contrary, certificates for such Shares shall be issued and delivered to the Optionee within a reasonable time following the receipt of such notice and payment.

3.2           Notwithstanding any provisions contained in this Agreement, the Corporation's obligation to issue Shares to the Optionee pursuant to the exercise of the Option shall be subject to: (i) receipt of any required shareholder approval; (ii) completion of such registration or other qualification of such Shares or obtaining approval of such governmental or regulatory authority as the Corporation shall determine to be necessary or advisable in connection with the authorization, issuance or sale thereof; (iii) the admission of such Shares to listing on any stock exchange or market on which the Shares may then be listed; and (iv) the receipt from the Optionee 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 jurisdictions. Nothing contained in this Agreement shall be deemed to require the Corporation to apply for or obtain any such registration, qualification, approval or listing. The Optionee hereby acknowledges and agrees that he has had access to such information as is necessary to enable him to evaluate the merits and risks of acquiring Shares pursuant to the exercise of the Option and that he is able to bear the economic risk of holding such Shares for an indefinite period.

4. No Assignment

4.1           The Option is personal to the Optionee and non-assignable (whether by operation of law or otherwise). Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Option contrary to the provisions of this Agreement, or upon the levy of any attachment or similar process upon the Option, the Option shall, at the election of the Corporation, cease and terminate and be of no further force or effect whatsoever.

5. Expiration

5.1           Subject to the terms and conditions set out in this Agreement, including the vesting conditions set out in Section 2 above and the termination provisions set out in Section 6 below, the Optionee shall have the right to exercise the Option with respect to all or any part of the Shares to the extent vested at any time or from time to time after the date hereof and prior to the close of business on • (the "Expiry Time"). On the Expiry Time, the Option shall forthwith expire and terminate and be of no further force or effect whatsoever with respect to the unexercised balance of the Shares available under the Option, whether vested or not.

6. Termination of Employment; Death; Bankruptcy

6.1           Subject to the provisions of this Agreement and this Section 6 and to any express resolution passed with respect to the Option by the Board of Directors of the Corporation (the "Board") or by any committee of the Board established by the Board to administer the Plan (the "Committee"), the Option and all rights to purchase Shares pursuant thereto shall immediately expire, except to the extent vested in which case they shall expire and terminate on the [thirtieth (30^th)] day following the date the Optionee ceases to be a ["Consultant" or "Employee" or "Director"] within the meaning of Section 1.1 of the Plan.

6.2           Subject to the provisions of this Agreement and this Section 6, if the Optionee shall die prior to the full exercise of the Option, his personal representatives, heirs or legatees may, at any time within [one (1)] year after the date of such death, exercise the Option with respect to the unexercised balance of the Shares to the extent vested, subject to the terms of the Option but only to the same extent to which the Optionee could have exercised the Option immediately before the date of such death. In no event, however, shall the Option be exercisable after the Expiry Time.

6.3           In the event that the Optionee commits an act of bankruptcy or any proceeding is commenced against the Optionee under the Bankruptcy and Insolvency Act (Canada) or other applicable bankruptcy or insolvency legislation in force at the time of such bankruptcy and such proceeding remains undismissed for a period of [thirty (30)] days, the Option may not be exercised following the date on which the Optionee commits such act of bankruptcy or such proceeding remains undismissed, as the case may be.

7. Rights as a Shareholder

7.1           An Optionee shall not have any rights as a shareholder of the Corporation with respect to any of the Shares subject to the Option until the date of issuance of a certificate for such Shares upon the exercise of the 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.

8. Inconsistency with Plan

8.1            The parties hereto agree that in the event this Agreement is inconsistent with the Plan the Plan shall prevail.

9. Certain Adjustments

9.1           In the event that the Shares are at any time changed or affected as a result of the declaration of a stock dividend thereon or their subdivision or consolidation, the number of Shares reserved for the Option shall be adjusted accordingly by the Board or the Committee to such extent as they deem proper in their discretion. In such event, the number of, and the price payable for, the Shares that are then subject to the Option may also be adjusted by the Board or the Committee to such extent, if any, as they deem proper in their discretion.

9.2           If at any time after the date of this Agreement and prior to the expiration of the term of the Option, the Shares shall be reclassified, reorganized or otherwise changed, otherwise than as specified in Section 8.1 of this Agreement or, subject to the provisions of subsection 9.1(a) of this Agreement, the Corporation shall consolidate, merge or amalgamate with or into another corporation (the corporation resulting or continuing from such consolidation, merger or amalgamation being herein called the "Successor Corporation"), the Optionee shall be entitled to receive upon the subsequent exercise of the Option in accordance with the terms of this Agreement and shall accept in lieu of the number of Shares to which he was theretofore entitled upon such exercise but for the same aggregate consideration payable therefor, the aggregate number of shares of the appropriate class and/or other securities of the Corporation or the Successor Corporation (as the case may be) and/or other consideration from the Corporation or the Successor Corporation (as the case may be) that the Optionee would have been entitled to receive as a result of such reclassification, reorganization or other change or, subject to the provisions of subsection 9.1(a) of this Agreement, as a result of such consolidation, merger or amalgamation, if on the record date of such reclassification, reorganization or other change or the effective date of such consolidation, merger or amalgamation, as the case may be, he had been the registered holder of the number of Shares to which he was theretofore entitled upon such exercise.

10.	Amendments to the Option
10.1	Notwithstanding anything to the contrary contained in this Agreement:
	(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 or any part thereof shall be made to all or substantially all holders of the Shares, the Corporation shall have the right, upon written notice thereof to the Optionee, to permit the exercise of the Option 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 Optionee to the Option 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, the Option may be exercised as to all or any part of the Shares subject to the Option in respect of which the Optionee would have been entitled to exercise the Option in accordance with the provisions of this Agreement 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 expiration date of the Option; but the Optionee shall not be entitled to exercise the Option with respect to any other Shares; and
	(c)	subject to the rules of any relevant stock exchange or other regulatory authority, the Board may, by resolution, advance the date on which any Option may be exercised or extend the expiration date of the Option.
	(d)	The Optionee hereby acknowledges and agrees that the Board may at any time by resolution terminate the Plan. 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 Plan, but only to the same extent as the Optionee could have exercised the Option immediately prior to the date of such notification.
11.	Notice

11.1            All communications and payments provided for under this Agreement shall be in writing and shall be deemed to be given when delivered in person or deposited in the mail, first class, certified or registered, return receipt requested, with proper postage prepaid and,

(a)	if to the Optionee, addressed to:
	•
	Phone No.: •
	Fax No.: •

(b)	if to the Corporation, addressed to:
	Grandview Gold Inc.
	56 Temperance Street, 4th Floor
	Toronto, ON, M5H 3V5
	Attention: Raymond Pecoskie
	Phone No.: •
	Fax No.: •

in either case with a copy to:

WeirFoulds LLP
130 King Street West
Suite 1600, Exchange Tower
Toronto, ON M5X 1J5
Attention: Laila N. Perruzza

Phone No.	416-947-5041
Fax No.	416-365-1876

12. Time of Essence

12.1            Time shall be of the essence of this Agreement and each and every part hereof.

13. Binding Effect

13.1           This Agreement shall enure to the benefit of and be binding upon the parties hereto, the successors of the Corporation and the executor, administrator, heirs and personal representatives of the Optionee. This Agreement shall not be assignable by the Optionee.

14. Headings

14.1            The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

15. Amendment

15.1            This Agreement may be amended only by a written instrument signed by each of the parties hereto.

16. Governing Law

16.1            This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

17. Duplicate Originals

17.1            It is hereby acknowledged by the parties hereto that this Agreement has been signed in duplicate only, one original executed copy delivered to the Optionee and one delivered to the Corporation.

18. Paramountcy

18.1            To the extent there is any inconsistency or ambiguity between this Agreement and any other employment or consulting agreement, the terms of this Agreement shall govern to the extent of such inconsistency or ambiguity.

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

SIGNED, SEALED & DELIVERED	)	GRANDVIEW GOLD INC.
in the presence of	)
	)
	)	Per:  ________________________________
	)	Name:
	)	Title:
	)
	)
	)
	)
Witness:

EX-5.C

CONSENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

          We consent to the inclusion in this Annual Report [Form 20-F] of our report dated July 28, 2006 with respect to the financial statements of Grandview Gold Inc. for the years ended May 31, 2006, 2005, and 2004.

/s/ McCarney Greenwood LLP
McCarney Greenwood LLP
Chartered Accountants

Toronto, Canada
December 22, 2006

McCarney Greenwood LLP
Chartered Accountants
10 Bay Street, Suite 900
Toronto, ON M5J 2R8
T 416 362 0515 F 416 362 0539

EX-5.D

EX-12.A

EXHIBIT 12.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Paul Sarjeant, certify that:

1. I have reviewed this annual report on Form 20-F of Grandview Gold Inc. for the year ended May 31, 2006;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

c. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect the registrant's internal control over financial reporting;

Date: December 22, 2006

/s/ Paul Sarjeant

Paul Sarjeant

President and Chief Executive Officer

EX-12.B

EXHIBIT 12.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Ernest Cleave, certify that:

1. I have reviewed this annual report on Form 20-F of Grandview Gold Inc. for the year ended May 31, 2006;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

c. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect the registrant's internal control over financial reporting;

Date: December 22, 2006

/s/ Ernest Cleave

Ernest Cleave

Chief Financial Officer

EX-13.A

     CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     Pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Grandview Gold Inc. (the "Company") hereby certifies, to such officer's knowledge, that:

     (i)    the accompanying Annual Report on Form 20-F of the Company for the fiscal year ended May 31, 2006 (the "Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

     (ii)    the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: December 22, 2006

/s/ Paul Sarjeant

Paul Sarjeant

President and Chief Executive Officer

     The foregoing certifications are being furnished solely to accompany the Report pursuant to 18 U.S.C. 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

EX-13.B

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     Pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Grandview Gold Inc. (the "Company") hereby certifies, to such officer's knowledge, that:

     (i)    the accompanying Annual Report on Form 20-F of the Company for the fiscal year ended May 31, 2006 (the "Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

     (ii)    the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: December 22, 2006

/s/ Ernest Cleave

Ernest Cleave

Chief Financial Officer

     The foregoing certifications are being furnished solely to accompany the Report pursuant to 18 U.S.C. 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

EX-99.1

Grandview Gold Inc.

(An Exploration Stage Company)

Financial Statements

May 31, 2006 and 2005

Management's Responsibility for Financial Statements

The accompanying financial statements and all of the data included in this report have been prepared by and are the responsibility of the management of the Company. The financial statements have been prepared in accordance with accounting principles generally accepted in Canada and reflect management's best estimates and judgments based on currently available information. The Company has developed and maintains systems of internal accounting controls in order to assure, on a reasonable and cost-effective basis, the reliability of its financial information, and that the assets are safeguarded from loss.

The Board of Directors is responsible for ensuring that management fulfills its responsibility for financial reporting and internal control. The Board exercises its responsibilities through the Audit Committee of the Board which meets to satisfy itself that management's responsibilities are properly discharged and with the external auditors to review the financial statements before they are presented to the Board of Directors for approval.

The financial statements for the years ended May 31, 2004, May 31, 2005 and May 31, 2006 were audited by McCarney Greenwood Chartered Accountants LLP Canada. Their report outlines the scope of their examination and opinion on the financial statements.

(signed)	(signed)
Michael Hitch	Ernest Cleave
Interim Chief Executive Officer	Chief Financial Officer
Toronto, Canada
July 28, 2006

- 2 -

July 28, 2006

Report of Independent Registered Public Accounting Firm

To the Shareholders of Grandview Gold Inc.

We have audited the balance sheets of Grandview Gold Inc. (An Exploration Stage Company) as at May 31, 2006 and 2005 and the statements of operations and deficit and cash flows for each of the years in the three-year period ended May 31, 2006. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing standards and with the standards of 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, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as at May 31, 2006 and 2005 and the results of its operations and its cash flows for each of the years in the three-year period ended May 31, 2006 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 Differences

In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion 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. Our report to the shareholders dated July 28, 2006 is expressed in accordance with Canadian reporting standards which do not require 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

- 3 -

Grandview Gold Inc.
(An Exploration Stage Company)
Balance Sheets
As at May 31,

		2006			2005
Assets
Current assets
Cash (Note 12)	$	3,802,800		$	244,067
Marketable securities (Note 4)		9,766			9,766
GST receivable		130,297			24,988
Prepaid expenses		20,637			5,670
Exploration advances, net		271,977			-
		4,235,477			284,491
Mining interests (Note 5)		3,415,766			659,236
	$	7,651,243		$	943,727
Liabilities
Current liabilities
Accounts payable and accrued liabilities	$	421,502		$	133,016
Commitment (Note 12)
Shareholders' equity
Share capital (Note 6(b))		9,543,301			4,781,750
Warrants (Note 6(c))		2,086,995			173,388
Contributed surplus (Note 6(e))		1,547,701			800,613
Accumulated deficit		(5,948,256	)		(4,945,040	)
		7,229,741			810,711
	$	7,651,243		$	943,727

Nature of operations and going concern assumption (Note 1)

The notes to financial statements are an integral part of these statements.

Approved by the Board of Directors:

John Hogg                                                     , Director

Joel Strickland                                               , Director

- 4 -

Grandview Gold Inc.

(An Exploration Stage Company)

Statements of Operations and Deficit

											Cumulative
											from date of
											inception
											of the
											exploration
		Year end May 31,									stage (March
		2006			2005			2004			26, 2004)
Expenses
Stock-option compensation (Note 6(d))	$	573,700		$	775,613		$	-		$	1,349,313
Investor relations, business development
and reporting issuer maintenance
costs		343,166			234,108			15,306			583,771
Professional fees		229,298			172,089			18,912			416,171
Management services		205,203			262,863			-			468,066
Office and administration		213,279			40,891			23,338			277,315
Write-down of marketable securities		-			-			20,234			15,234
Bad debt		-			-			7,019			1,235
		1,564,646			1,485,564			84,809			3,111,105
(Loss) before the under noted		(1,564,646	)		(1,485,564	)		(84,809	)		(3,111,105	)
Forgiveness of debt (Note 10)		-			-			85,867			35,667
Failed merger costs		(170,000	)		-			-			(170,000	)
(Loss) before income taxes		(1,734,646	)		(1,485,564	)		1,058			(3,245,438	)
Future income tax (recovery) (Note 8)		(731,430	)		-			-			(731,430	)
Net (loss) income for the year		(1,003,216	)		(1,485,564	)		1,058			(2,514,008	)
Accumulated deficit, beginning of
year		(4,945,040	)		(3,459,476	)		(3,460,534	)		(3,434,248	)
Accumulated deficit, end of year	$	(5,948,256	)	$	(4,945,040	)	$	(3,459,476	)	$	(5,948,256	)
Basic (loss) earnings per
share (Note 7)	$	(0.07	)	$	(0.14	)	$	0.00
Diluted (loss) earnings per
share (Note 7)	$	(0.07	)	$	(0.14	)	$	0.00

The notes to financial statements are an integral part of these statements.

- 5 -

Grandview Gold Inc.

(An Exploration Stage Company)

Statements of Cash Flows

											Cumulative
											from date of
											inception
											of the
											exploration
		Year end May 31,									stage (March
		2006			2005			2004			26, 2004)
Cash flows from operating activities
Net (loss) income for the year	$	(1,003,216	)	$	(1,485,564	)	$	1,058		$	(2,514,008	)
Items not involving cash:
Write-down of marketable securities		-			-			20,234			15,234
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 (Note 6(d))		573,700			775,613			-			1,349,313
Future income tax recovery		(731,430	)		-			-			(731,430	)
Changes in non-cash operating working
capital:
GST receivable		(105,309	)		(24,498	)		(1,725	)		(129,807	)
Prepaid expenses		(14,967	)		(5,670	)		-			(20,637	)
Accounts payable and accrued
liabilities		288,486			94,759			12,117			427,671
Cash flows (used in) operating activities		(992,736	)		(645,360	)		(26,517	)		(1,638,096	)
Cash flows from financing activities
Loans from related parties		-			(28,594	)		27,043			(28,594	)
Share/warrant issuance		8,146,351			1,450,000			-			9,596,351
Cost of issuance		(866,375	)		(124,081	)		-			(990,456	)
Proceeds from loan (Note 6(b)(10))		175,000			-			-			175,000
Repayment of loan (Note 6(b)(10))		(75,000	)		-			-			(75,000	)
Cash flows from financing activities		7,379,976			1,297,325			27,043			8,677,301
Cash flows from investing activities
Exploration advances		(271,977	)		-			-			(271,977	)
Expenditures on mining interests		(2,556,530	)		(407,899	)		(562	)		(2,964,429	)
Cash flows (used in) investing
activities		(2,828,507	)		(407,899	)		(562	)		(3,236,406	)
Change in cash and cash equivalents
during the year		3,558,733			244,066			(36	)		3,802,799
Cash and cash equivalents, beginning
of year		244,067			1			37			1
Cash and cash equivalents, end
of year	$	3,802,800		$	244,067		$	1		$	3,802,800
Supplement schedule of non-cash transaction
Share issuance included in mining
interest (Note 5(b)(iii))	$	200,000		$	250,775		$	-		$	450,775

- 6 -

Grandview Gold Inc.

(An Exploration Stage Company)

Statements of Mineral Properties

								Cumulative
								from date of
		Year end May 31,						inception
		2006		2005		2004		of project
Pony Creek Carlin Trend Project,
Nevada, USA
Balance, beginning of year	$	411,874	$	-	$	-	$	-
Drilling, assays and related field work		1,051,688		247,899		-		1,299,587
Project administration and general		9,021		-		-		9,021
Property acquisition and holding costs		408,999		163,975		-		572,974
Total expenditures during the year		1,469,708		411,874		-		1,881,582
Balance, end of year		1,881,582		411,874		-		1,881,582
Red Lake Gold Camp, Ontario. Canada
Balance, beginning of year		5,562		562		-		-
Drilling, assays and related field work		727,261		5,000		562		732,823
Property acquisition and holding costs		341,980		-		-		341,980
Total expenditures during the year		1,069,241		5,000		562		1,074,803
Balance, end of year		1,074,803		5,562		562		1,074,803
Rice Lake Gold Camp, Manitoba,
Canada
Balance, beginning of year		241,800		-		-		-
Drilling, assays and related field work		150,772		5,000		-		155,772
Property acquisition and holding costs		66,809		236,800		-		303,609
Total expenditures during the year		217,581		241,800		-		459,381
Balance, end of year		459,381		241,800		-		459,381
	$	3,415,766	$	659,236	$	562	$	3,415,766

- 7 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements

May 31, 2006, 2005 and 2004

1.           Nature of operations and going concern assumption

Grandview Gold Inc. (the "Company") is a gold exploration company focused on exploring and developing gold properties in gold camps of North America.

The Company was 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 gold exploration company. To date, the Company has not earned significant revenues from gold exploration and is considered to be in the exploration stage. As such, the Company will be applying Accounting Guideline 11 "Enterprises in the Development Stage" from March 26, 2004 onwards.

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, 2006. 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

The significant accounting policies for the Company are as follows:

(a)      Basis of presentation

The financial statements are presented in Canadian dollars and are prepared in accordance with accounting principles generally accepted in Canada.

A summary of the differences between accounting principles generally accepted in Canada ("Canadian GAAP") and those generally accepted in the United States ("US GAAP") which affect the Company is contained in Note 15.

(b)      Use of estimates

The preparation of financial statements in accordance with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results may differ significantly from these estimates.

(c)      Marketable securities

Marketable securities are recorded at the lower of cost and quoted market value.

- 8 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements

May 31, 2006, 2005 and 2004

2.           Summary of significant accounting policies (continued)

(d)      Accounts receivable

Accounts receivable are carried at original invoice amount unless a provision has been recorded for impairment of these receivables. A provision for impairment of accounts receivable is established when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of receivables.

(e)      Mineral property costs

Direct exploration and development costs are deferred in the accounts, net of amounts recovered from third parties, including receipts from options. At production, these costs will be amortized using the units-of-production method based on estimated reserves. Costs relating to properties abandoned are written off when the decision to abandon is made, or earlier if a determination is made that the property does not have economically recoverable reserves.

The recorded book value of the Company's mineral properties in North America is not intended to reflect the present or future value of the gold projects.

The Company is in the process of exploring and developing its properties in North America. On a regular basis, the Company reviews the carrying values of deferred mineral property acquisition and exploration expenditures with a view to assessing whether there has been any impairment in value. In the event that reserves are determined to be insufficient to recover the carrying value of any property or facts and circumstances indicate impairment in value, the carrying value will be written down or written off, as appropriate.

(f)      Flow-through financing

The Company has financed a portion of its exploration activities through the issue of flow-through shares in the past, which transfer the tax deductibility of exploration expenditures to the investor. Proceeds received on the issue of such shares have been credited to capital stock and the related exploration costs have been charged to mineral properties. Resource expenditure deductions for income tax purposes related to exploration and development activities funded by flow-through share arrangements are renounced to investors in accordance with income tax legislation. When these expenditures are renounced, temporary taxable differences created by the renunciations reduce share capital.

(g)      Asset retirement obligations

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 included with interest expense.

- 9 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements

May 31, 2006, 2005 and 2004

2.           Summary of significant accounting policies (continued)

(h)      Income taxes

Income taxes are calculated using the asset and liability method of tax accounting. Under this method, current income taxes are recognized for the estimated income taxes payable for the current period. Future income tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and on unclaimed losses carried forward and are measured using the substantially enacted tax rates that are expected to be in effect when the differences are expected to reverse or losses are expected to be utilized. Future tax assets are recorded to recognize tax benefits only to the extent that, based on available evidence, it is more likely than not they will be realized.

(i)      Stock-based compensation

The Company follows the CICA Handbook Section 3870 Stock-based Compensation and Other Stock-based Payments which requires fair value accounting for all stock options issued during the year. The fair value of each option is accounted for in operations, over the expected life of the options, and the related credit is included in contributed surplus.

(j)      Revenue recognition

Gains and losses on sale of marketable securities and properties are recognized when realized. Interest income is recognized on the accrual basis.

(k)      Share issue costs and reorganization costs

Share issue costs are recorded as a reduction of share capital. Reorganization costs are charged to deficit.

(l) Translation of foreign currencies

Foreign currency accounts are translated into Canadian dollars as follows:

At the transaction date, each asset, liability, revenue or expense is translated into Canadian dollars by the use of the exchange rate in effect at that date. At the year end date, monetary assets and liabilities are translated into Canadian dollars by using the exchange rate in effect at that date and the resulting foreign exchange gains and losses are included in operations in the current period.

- 10 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements

May 31, 2006, 2005 and 2004

3.           New accounting pronouncement

In January 2005, the Canadian Institute of Chartered Accountants issued four new accounting standards: Handbook Section 1530, Comprehensive Income, Handbook Section 3251, Equity, Handbook Section 3855, Financial Instruments – Recognition and Measurement and Handbook Section 3865, Hedges. These standards are effective for interim and annual financial statements for the Company's reporting periods beginning on November 1, 2006.

4.           Marketable securities

Marketable securities consists of:

		Year end May 31,
		2006			2005			2004
Navitrak International Corporation
Common shares (at cost)	$	325,305		$	325,305		$	325,305
Less provision for write down to market		(315,539	)		(315,539	)		(315,539	)
Carrying value	$	9,766		$	9,766		$	9,766

Navitrak International Corporation is a reporting issuer. As at May 31, 2006, the Company owned 488,300 (2005-488,300 and 2004 - 488,300) common shares.

The market value of the marketable securities as of May 31, 2006 was $21,974 (2005 - $21,974 and 2004 - $9,766). The trading activity and market volume of the marketable securities is limited.

5.           Mining interests

(a)      Pony Creek Carlin Trend Project, Nevada, USA

The Company has an option to earn a 60% interest in the Pony Creek / Elliot Dome property, totaling 7,285 hectares (26+square miles), located in Nevada, U.S.A.

The Company is currently exploring and developing the Pony Creek / Elliot Dome property.

See Note 6(b)(4) for a description of the acquisition terms of the project.

(b)      Red Lake Gold Camp, Ontario, Canada

(i) 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.

- 11 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements

May 31, 2006, 2005 and 2004

5.           Mining interests (continued)

(b)      Red Lake Gold Camp, Ontario, Canada (continued)

(ii) 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 Gold’s Red Lake property. 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.

(iii) On October 18, 2005, Grandview Gold 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 Gold may earn a 51% interest in the Dixie Lake Property by incurring exploration expenditures of $300,000 (completed), assuming payments totaling $75,000 to the underlying property vendor and issuing 160,000 shares of Grandview Gold at $1.25 per share for a total value of $200,000, to a third party as a finder’s fee (Note 6(b)) (issued).

(c)      Rice Lake Gold Camp, Manitoba, Canada

(i) Grandview Gold currently holds 100% interest in eleven mining claims covering approximately 234 hectares in close proximity to the Bissett Gold Mine (San Antonio Mine) located on the Rice Lake greenstone belt, in southeastern Manitoba. (Note 6(b)(8)).

(ii) On September 30, 2005, the Company and Marum Resources Inc. (“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 Gold 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 (completed). Grandview Gold will be the operator of the property until such time as its option to earn the 50% interest is exercised.

- 12 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements

May 31, 2006, 2005 and 2004

6.           Share capital

(a)      Authorized

Unlimited number of common shares

(b)      Issued

	Number
	of
	shares		Amount
Balance, May 31, 2004 and May 31, 2003	3,270,998	$	3,378,444
Stock split (3 for 1) (1)	6,541,996		-
Private placement (2)	120,000		120,000
Private placement (3)	150,000		150,000
Mineral property acquisition (4)	400,000		4,000
Private placement (5)	175,000		175,000
Private placement (6)	1,005,000		1,005,000
Warrant valuation (6)	-		(138,188	)
Mineral property acquisition (7)	118,500		159,975
Mineral property acquisition (8)	70,000		86,800
Cost of issue - warrant valuation (6)	-		(35,200	)
Cost of issue - cash laid out	-		(124,081	)
Balance, May 31, 2005	11,851,494		4,781,750
Private placement (9)	2,019,104		2,523,880
Debt conversation (9)(10)	80,000		100,000
Warrant valuation (9)	-		(178,023	)
Private placement (11)	590,320		737,900
Warrant valuation (11)	-		(111,498	)
Shares issued for a finders' fee (Note 5(b)(iii))	160,000		200,000
Private placement (12)	400,000		500,000
Private placement (14)	3,985,974		4,384,571
Warrant valuation (14)	-		(1,335,301	)
Cost of issue - broker warrant valuation (9)(11)(12)(14)	-		(462,173	)
Cost of issue - cash laid out	-		(866,375	)
Flow-through cost of issue (13)	-		(731,430	)
Balance, May 31, 2006	19,086,892	$	9,543,301

(1) On July 6, 2004, the Company filed Articles of Amendment to split its shares at a rate of 3 for 1.

(2) 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 to the Company of $120,000.

(3) 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 to the Company of $150,000.

- 13 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements

May 31, 2006, 2005 and 2004

6.           Share capital (continued)

(b)      Issued (continued)

(4) 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:

(a) after 10 business days of signing the agreement issue 400,000 common shares to Mill City, which were valued at $4,000 (issued);

(b) spend or cause to be spent $500,000 US on the properties by July 31, 2005 (completed);

(c) spend or cause to be spent $1,000,000 US on the properties by July 31, 2006;

(d) during this 2 year period the Company and Mill City will look for a joint venture partner who is 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;

(e) Mill City will enter into a Professional Geological Services Contract with the Company specifically mandated to ensure all communications with the major are maximized. In return for Mill City providing the various services outlined in the contract the Company will pay Mill City $7,250 US per month for the first year and $8,250 US per month for the second year;

(f) If the Company is able to complete sections 4(a), 4(b), 4(c) and 4(d), 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 owned the property which after this 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;

(g) 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 and continue the Professional Geological Services Contract for a further year. 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 Gold and Mill City have amended the option agreement of July 27, 2004. Grandview Gold and Mill City have agreed to revise the Agreement by removing Grandview Gold's obligation to enter into a Professional Geological Services Contract with Mill City and add that Grandview Gold will be responsible for all future underlying advance royalty payments. The terms of the Agreement, as amended, will be contained in a standard form Option Agreement dated April 13, 2005.

(5) 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 to the Company of $175,000.

- 14 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements

May 31, 2006, 2005 and 2004

6.           Share capital (continued)

(b)      Issued (continued)

(6) On December 23, 2004, the Company completed a private placement of 1,005,000 units of the Company at a price of $1.00 per unit for aggregate proceeds of $1,005,000. 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 to purchase one common share 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 (the "Agents") in connection with the placement, the Company granted 100,000 compensation warrants each exercisable at $1.15 into common shares 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.

(7) On April 14, 2005, the Company signed a formal Option Agreement with Mill City Gold Corp. (“Mill City Gold”) relating to the Pony Creek/Elliott Dome property located on the Carlin Trend, Nevada, U.S.A. Under the terms of the Option Agreement, the Company has the right to earn an undivided 60% interest in the Pony Creek/Elliot Dome property by spending US$3,500,000 over three years and issuing Mill City Gold an additional 118,500 shares of the Company, which were valued at $159,975.

(8) 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 issued 70,000 common shares, which were valued at $86,800. The 11 claims are located in the central area of the Bissett Gold Camp situated near the Manitoba / Ontario provincial border and approximately 240 road kilometres northeast of Winnipeg.

(9) On August 31, 2005 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 and 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 (includes 40,000 warrants described in Note 6(10)). The estimated fair market value under the Black-Scholes option pricing model was $178,023. The following assumptions were used to estimate this amount: expected dividend yield - 0%; expected volatility 106.59%, risk-free interest rate - 2.85% and an expected average life of 12 months.

In consideration for services, the Company paid the Agents cash consideration totaling 8% of the gross proceeds raised from the private placement as well as reasonable expenses of the Agents and Agents' counsel 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 and 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. The estimated fair market value under the Black-Scholes option pricing model was $108,733. The following assumptions were used to estimate this amount: expected dividend yield - - 0%; expected volatility 106.59%, risk-free interest rate - 2.85% and an expected average life of 12 months.

- 15 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements

May 31, 2006, 2005 and 2004

6.           Share capital (continued)

(b)      Issued (continued)

(10) 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 loaned 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 was unsecured, non-interest bearing, and was subject to a late payment penalty of $5,000 for each 30 day period that the loan was outstanding commencing on the day immediately following the Due Date. The Lender could 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 Company. During the year, the Lender exercised the option to obtain $100,000 in securities (80,000 units) at the same terms and conditions as the concurrent unit private placement (Note 6(b)(9)) and paid the Lender $95,000 in cash.

(11) On September 15, 2005, the Company closed a 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 and 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. 285,160 warrants were issued through this private placement. The estimated fair market value under the Black-Scholes option pricing model was $111,498. The following assumptions were used to estimate this amount: expected dividend yield - - 0%; expected volatility 105.64%, risk-free interest rate - 2.95% and an expected average life of 12 months.

In consideration for services, the Company paid the Agents cash consideration totaling 8% of the gross proceeds raised from the private placement as well as reasonable expenses of the Agents and Agents' counsel and issued 59,032 compensation options to purchase units, equal to 10% of the number of securities sold. Each unit can be exercised for $1.25 until September 15, 2006 and consists of one common share of the Company and 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. The estimated fair market value under the Black-Scholes option pricing model was $30,342. The following assumptions were used to estimate this amount: expected dividend yield - - 0%; expected volatility 105.64%, risk-free interest rate - 2.95% and an expected average life of 12 months.

(12) On October 19, 2005, the Company 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 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 and issued 40,000 compensation options to purchase units, equal to 10% of the number of securities sold. Each unit can be exercised for $1.25 until October 19, 2006 and consists of one common share of the Company and 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. The estimated fair market value under the Black-Scholes option pricing model was $21,360. The following assumptions were used to estimate this amount: expected dividend yield - 0%; expected volatility 109.86%, risk-free interest rate -3.35% and an expected average life of 12 months.

(13) The flow-through renunciation from the private placements listed in Note 6 creates a future income tax liability of approximately $731,430 which was allocated as a cost of issuing the flow-through shares after December 31, 2005.

- 16 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements

May 31, 2006, 2005 and 2004

6.           Share capital (continued)

(b)      Issued (continued)

(14) On March 27, 2006, the Company closed a private placement of 3,985,974 units at a price of $1.10 per unit for total proceeds of $4,384,571. Each unit is consists of one common share of the Company and one-half of a common share purchase warrant. Each warrant is exercisable to acquire one common share at an exercise price of $1.75 for a period of 3 years from the closing. The estimated fair market value under the Black-Scholes option pricing model, was $1,335,301. The following assumptions were used to estimate this amount: expected dividend yield - 0%; expected volatility 112.20%; risk-free interest rate - 3.95%; and an expected average life of 36 months. The placement was brokered by Haywood Securities Inc. and Coniston Investment Corp. for a negotiated commission of 8% of the total proceeds, as well as 398,597 broker warrants exercisable at $1.10 for 36 months. The estimated fair market value under the Black-Scholes option pricing model, was $301,738. The following assumptions were used to estimate this amount: expected dividend yield - 0%; expected volatility 112.20%; risk-free interest rate - 3.95%; and an expected average life of 36 months.

(c)      Warrants

The following is continuity of warrants for the years ended May 31, 2006, 2005 and 2004:

	Number			Weighted Average
	of			Exercise
	Warrants			Price
Balance, May 31, 2004 and May 31, 2003	-		$	-
Issued	602,500			1.44
Expired/cancelled	-			-
Balance, May 31, 2005	602,500			1.44
Issued	3,435,238			1.63
Expired/cancelled	(602,500	)		(1.44	)
Balance, May 31, 2006	3,435,238		$	1.63

The following are the warrants outstanding at May 31, 2006:

	Number		Black-
	of		Scholes		Exercise		Expiry
	Warrants		Value		Price		Date
(Note 6(b)(9))	449,552	$	178,023	$	1.75		August 31, 2006
(Note 6(b)(9))	209,910		108,733		1.25	(1)(a)	August 31, 2006
(Note 6(b)(11))	285,160		111,498		1.75		September 15, 2006
(Note 6(b)(11))	59,032		30,342		1.25	(1)(b)	September 15, 2006
(Note 6(b)(12))	40,000		21,360		1.25	(1)(c)	October 19, 2006
(Note 6(b)(14))	1,992,987		1,335,301		1.75		March 27, 2009
(Note 6(b)(14))	398,597		301,738		1.10		March 27, 2009
	3,435,238	$	2,086,995

- 17 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements

May 31, 2006, 2005 and 2004

6.           Share capital (continued)

(c)      Warrants (continued)

(1) If the warrants included in the units issued as compensation are exercised, the company will issue the following:

	Number
	of		Exercise	Expiry
	Warrants		Price	Date
(1)(a)	104,955	$	1.75	August 31, 2006
(1)(b)	29,516		1.75	September 15, 2006
(1)(c)	20,000		1.75	October 19, 2006
	154,471

The following are the warrants outstanding at May 31, 2005:

	Number		Black-
	of		Scholes	Exercise	Expiry
	Warrants		Value	Price	Date
(Note 6(b)(6))	502,500	$	138,188	1.50	December 23, 2005
(Note 6(b)(6))	100,000		35,200	1.15	December 23, 2005
	602,500	$	173,388

There were no warrants outstanding at May 31, 2004.

(d)      Stock options

The Company maintains an employee stock option plan under which the Board of Directors, or a committee appointed for such purpose, may from time to time grant to employees, officers, directors of, or consultants of the Company, options to acquire common shares in such numbers, for such terms and at such exercise prices, as may be determined by the Board of Directors or such committee.

The stock option plan provides that the maximum number of common shares in the capital of the Company that may be reserved for issuance for all purposes under the stock option plan shall be equal to 10% of the total issued and outstanding common shares and that the maximum number of common shares which may be reserved for issuance to any one optionee pursuant to share options may not exceed 5% of the common shares outstanding at the time of grant.

The options are valid for a maximum of 5 years from the date of issue and the vesting term is 1/4 immediately and 1/4 after 3, 6 and 9 month anniversaries of the date of grant.

- 18 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements

May 31, 2006, 2005 and 2004

6.           Share capital (continued)

(d)      Stock options (continued)

The following is continuity of stock options for the years ended May 31, 2006, 2005 and 2004:

	Number			Weighted Average
	of			Exercise
	Stock Options			Price
Balance, May 31, 2004 and May 31, 2003	-		$	-
Granted	1,225,000			1.01
Cancelled	(100,000	)		1.00
Balance, May 31, 2005	1,125,000			1.06
Granted (1)	1,100,000			1.55
Expired/cancelled	-			-
Balance, May 31, 2006	2,225,000		$	1.28

(1) For fiscal 2006, the weighted-average grant date fair value of the options was $0.98 (2005 - $0.77) per share.

The following are the stock options outstanding and exercisable at May 31, 2006:    

	Options Outstanding			Options Exercisable
		Weighted
		average	Weighted		Weighted
		remaining	average		average
	Number	contractual	exercise	Number	exercise
Expiry Date	of Options	life	price	of Options	price
October 1, 2009	1,050,000	3.33 years	$   1.00	1,050,000	$   1.00
December 20, 2009	75,000	3.55	1.10	75,000	1.10
August 29, 2010	150,000	4.24	1.25	150,000	1.25
January 6, 2008	50,000	1.60	1.25	25,000	1.25
January 6, 2011	300,000	4.60	1.25	150,000	1.25
April 3, 2011	600,000	4.84	1.80	150,000	1.80
	2,225,000	3.94	$   1.28	1,600,000	$   1.13

- 19 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements

May 31, 2006, 2005 and 2004

6.           Share capital (continued)

(d)      Stock options (continued)

The stock options have been expensed as follows:

	Number		Expensed		Expensed		Remainder		Total
	of		at		at		to be		stock option
	Stock options		May 31, 2005		May 31, 2006		expensed		compensation
(1)	1,050,000	$	733,692	$	66,408	$	-	$	800,100
(1)	75,000		41,921		20,929		-		62,850
(1)	150,000		-		97,050		-		97,050
(1)	50,000		-		11,638		8,312		19,950
(1)	300,000		-		136,675		97,625		234,300
(1)	600,000		-		241,000		482,000		723,000
	2,225,000	$	775,613	$	573,700	$	587,937	$	1,937,250

(1) The values assigned were estimated using the Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%; expected volatility - 103.23% to 167.25%; risk-free interest rates - 3.44% to 4.15% and an expected average life of 2 to 5 years.

The following are the stock options outstanding at May 31, 2005:

Number		Black-
of		Scholes		Exercise	Expiry
Stock options		Value		Price	Date
1,050,000	$	800,100	$	1.00	October 1, 2009
75,000		62,850		1.10	December 20, 2009
1,125,000		862,950

There were no stock options outstanding at May 31, 2004.

- 20 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements

May 31, 2006, 2005 and 2004

6.           Share capital (continued)

(e)       Contributed Surplus

The following is a continuity of contributed surplus for the years ended May 31, 2006, 2005 and 2004:

		Contributed
		Surplus
Balance, May 31, 2004 and May 31, 2003	$	25,000
Vesting of stock options		775,613
Balance, May 31, 2005		800,613
Stock option compensation		573,700
Expired warrants		173,388
Balance, May 31, 2006	$	1,547,701

7.             Basic and diluted (loss) earnings per share

Basic loss per share is computed by dividing the loss/income for the year by the weighted-average number of common shares outstanding during the year, including contingently issuable shares which are included when the conditions necessary for issuance have been met. Diluted loss per share is calculated in a manner similar to basic loss per share, except the weighted-average shares outstanding are increased to include potential common shares from the assumed exercise of options and warrants, if dilutive. The number of additional shares included in the calculation is based on the treasury stock method for options and warrants.

		2006			2005			2004
Numerator for basic (loss) earnings per share	$	(1,003,216	)	$	(1,485,564	)	$	1,058
Numerator for diluted (loss) earnings per share		(1,003,216	)		(1,485,564	)		1,058
Denominator:
Weighted average number of common shares - basic		14,883,950			10,904,276			9,812,994
Weighted average number of common shares - diluted		14,883,950			10,904,276			9,812,994
Basic (loss) earnings per share		(0.07	)		(0.14	)		0.00
Diluted (loss) earnings per share		(0.07	)		(0.14	)		0.00

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 stock options is not calculated as the effect would be anti-dilutive.

- 21 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements

May 31, 2006, 2005 and 2004

8.             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.

The Company has one future tax liability which arose from a difference between the carrying amount of the resource properties and their tax bases, and one future tax asset resulting from non-capital losses carried forward. The reason for the difference on the resource properties is due to the issuance of flow-through shares to investors which results in the expenditures being renounced to the investors. As a result the tax basis is much lower than the properties carrying amount for accounting purposes. Since the resource property is classified as long-term the associated future income tax liability will also be classified as long-term. The future tax liability and asset are as follows:

		2006			2005		2004
Future tax liability:
Resource properties	$	(731,430	)	$	-	$	-
Future tax asset:
Non-capital losses carried forward		731,430			-	$	-
	$	-		$	-	$	-

In accordance with CICA Handbook EIC 146, the benefit of non-capital losses carried forward has been used to reduce the future income tax liability. This requirement has been applied commencing prospectively.

The future tax assets are as follows:

		2006			2005			2004
Future tax assets:
Marketable securities	$	113,973		$	113,973		$	113,973
Capital losses		60,158			60,158			60,158
Non-capital losses		47,561			285,564			15,753
Cost of Issue		284,867			46,026			-
Total future tax assets		506,559			505,721			189,884
Valuation allowance for future tax assets		(506,559	)		(505,721	)		(189,884	)
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 income tax (recovery) for each of the years ended is made up as follows:

		2006			2005		2004
Current income tax (recovery)	$	-		$	-	$	-
Future income tax (recovery)		(731,430	)		-		-
Total income tax (recovery)		(731,430	)		-		-

- 22 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements

May 31, 2006, 2005 and 2004

8.             Income taxes (continued)

The Company's actual income tax expense for each of the years ended is made up as follows:

		2006			2005			2004
(Loss) income before income taxes	$	(1,734,646	)	$	(1,485,564	)	$	1,058
Income tax (recovery) at combined Federal and Provincial
rates of 36.12%, 36.12% and 36.12% respectively		(626,554	)		(536,586	)		382
Non-deductible income tax penalties and interest		-			(1,870	)		7,458
Non-deductible write-down of marketable securities		-			-			7,309
Non-capital loss utilized		-			-			(15,149	)
Stock-option compensation		207,220			280,151			-
Cost of Issue		(74,093	)		(11,506	)		-
Potential income tax recovery not recognized		493,427			269,811			-
Actual income tax expense	$	-		$	-		$	-

At May 31, 2006, the Company has non-capital losses of approximately $2,156,600 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
2026		1,366,000
	$	2,156,600

9.             Segment information

The Company's operations comprise a single reporting operating segment engaged in mineral exploration (2005 -same and 2004 - same). As the operations comprise a single reporting segment, amounts disclosed in the financial statements for (loss) income for the year also represent segment amounts.

At May 31, 2006, 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.

10.           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.

- 23 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements

May 31, 2006, 2005 and 2004

11.             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 (2005 - $140,184, 2004 - $nil) are included in management services expense for the year. Management services expense also includes $44,993 (2005 - $105,558, 2004 - $nil) in consulting fees and travel expenses paid to the president and the President's company. Included in prepaid expenses is $11,682 paid for management services provided by the president in June 2006.

$12,000 (2005 - $nil and 2004 - $nil) consulting fee was also paid to the Chief Financial Officer of the Company.

These transactions have been measured at the exchange amount which is intended to represent fair market value.

12.             Commitment

The Company is committed to spending $1,550,900 on eligible exploration costs in Canada under the Canada Revenue Agency flow-through program before December 31, 2006.

13.             Financial instruments

Fair value of financial instruments

The Company's financial instruments include cash and cash, accounts receivable and accounts payable and accrued liabilities. The carrying value of these financial instruments approximates their fair value due to the short term nature of these items.

Commodity price risk

The ability of the Company to develop its properties and the future profitability of the Company is directly related to the market price of certain minerals. If the Company locates a mineral deposit, it will be subject to commodity price risk.

14.             Subsequent events

(a)       On July 11, 2006 the Company retained Connect Capital Limited ("CCL") and Connect Corporate Communications Inc. ("CCCI" and collectively the “Connect Group”) to assist with investor and public relation services on behalf the Company. CCL and CCCI will each receive a monthly retainer of US$10,000 for an 18-month term subject to termination by the Company with 30 days written notice. The Company will also issue as compensation to CCL an option to purchase 500,000 common shares at an exercise price of $1.10 per share for the term of the agreement. The estimated fair market value under the Black-Scholes option pricing model was $255,500. The following assumptions were used to estimate this amount: expected dividend yield - - 0%; expected volatility - 96.86%; risk-free interest rate - 4.26%; and an expected average life of 18 months.

(b)       On July 11, 2006 the Company also retained the services of Mr. Ted Markovitz as a capital markets consultant. Under the terms of the agreement, Mr. Markovitz will receive an option to purchase 100,000 common shares at an exercise price of $1.10 per common share. The estimated fair market value under the Black-Scholes option pricing model was $40,500. The following assumptions were used to estimate this amount: expected dividend yield - 0%; expected volatility - 92.11%; risk-free interest rate - 4.15%; and an expected average life of 12 months.

(c)       On July 11, 2006, the Company issued 50,000 options at an exercise price of $1.10 for a period of 12 months to another consultant. The estimated fair market value under the Black-Scholes option pricing model was $20,250. The following assumptions were used to estimate this amount: expected dividend yield - 0%; expected volatility - - 92.11%; risk-free interest rate - 4.15%; and an expected average life of 12 months.

- 24 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements

May 31, 2006, 2005 and 2004

15.             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(k) in the fiscal 2006 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 an interim or fiscal period. Prior to this accounting policy, no compensation expense was required to be recorded for stock option grants under Canadian GAAP for fiscal 2004. 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 years ended May 31, 2006 and 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 years ended May 31, 2006 and 2005. Had the Company adopted (FASB) Statement 148 for 2004, there would be no effect on earnings since no stock options were issued in that year.

Under Canadian GAAP, the Company accounts for its exploration costs as described in Note 2(f) of the audited annual financial statements for May 31, 2006, while under US GAAP, exploration costs cannot be capitalized and are expensed as incurred. Mineral property rights relating to the properties are capitalized and they are tested for impairment.

Under Canadian GAAP, marketable securities and long-term investments are carried at the lower of cost of market, and adjustments to the carrying value are shown as an expense on the statement of operations. Under US GAAP marketable equity securities are carried at market value, and adjustments to the carrying value are shown as a component of shareholder's equity (if the securities are classified as available-for-sale securities) or as gain or loss in the statement of operations (if the securities are classified as trading securities).

Canadian GAAP provides that a tax benefit be recorded in the statement of operations to reflect the recovery of future income taxes relating to the renunciation of resource property expenditures to the Company's flow-through share investors (see Note 8). US GAAP has no such provision; consequently, the US GAAP statement of operations contains no such tax benefit.

- 25 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements

May 31, 2006, 2005 and 2004

15.             Differences between Canadian GAAP and US GAAP (continued)

Had the Company's balance sheets as at May 31, 2006 and May 31, 2005 been prepared using US GAAP, such balance sheets would be presented as follows:

		May 31, 2006			May 31,2005
Assets
Current
Cash	$	3,802,800		$	244,067
Marketable securities		9,766			9,766
GST receivable		130,297			24,988
Prepaid expenses		20,637			5,670
Exploration advances, net		271,977			-
		4,235,477			284,491
Property and equipment
Mineral property rights		1,218,563			400,775
	$	5,454,040		$	685,266
Liabilities and Shareholders' Equity
Current
Accounts payable and accrued liabilities	$	421,502		$	133,016
Shareholders' equity
Share capital
Authorized - unlimited common shares
Issued
Common shares		10,274,731			4,781,750
Additional paid in capital		198,388			25,000
Warrants		2,086,995			173,388
Cumulative adjustments to marketable securities		(315,539	)		(315,539	)
Deferred stock-option compensation		1,349,313			775,613
Deficit accumulated before change to a development
stage company		(3,133,943	)		(3,133,943	)
Deficit accumulated during the development stage		(5,427,407	)		(1,754,019	)
		5,032,538			552,250
	$	5,454,040		$	685,266

- 26 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements

May 31, 2006, 2005 and 2004

15.             Differences between Canadian GAAP and US GAAP (continued)

Under US GAAP, exploration 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 2006, 2005 and 2004 Such statements under US GAAP are as follows:

Statements of Operations and Comprehensive (Loss) Income

											Cumulative
											from date
		Year ended May 31,									of inception
		2006			2005			2004			("March 26, 2004")
Expenses
General exploration		1,938,742			257,899			562			2,197,203
Management services	$	205,203		$	262,863		$	-		$	468,066
Investor relations, business
development and reporting
issuer maintenance costs		343,166			234,108			15,306			583,771
Bad debt		-			-			7,019			1,235
Professional fees		229,298			172,089			18,912			416,171
Office and administration		213,279			40,891			23,338			277,315
Gain on forgiveness of debt		-			-			(85,867	)		(35,667	)
Non-cash compensation expense		573,700			775,613			-			1,349,313
Failed merger costs		170,000			-			-			170,000
Net (loss) income for the
year and date of inception		(3,673,388	)		(1,743,463	)		20,730			(5,427,407	)
Comprehensive (loss) income items:
Write-down of marketable
securities		-			-			(20,234	)		(15,234	)
Comprehensive (loss) income
for the year	$	(3,673,388	)	$	(1,743,463	)	$	496		$	(5,442,641	)

- 27 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements

May 31, 2006, 2005 and 2004

15.             Differences between Canadian GAAP and US GAAP (continued)

Statements of Operations and Comprehensive Income Loss

		2006			2005			2004
(Loss) income per common share
Basic	$	(0.25	)	$	(0.20	)	$	0.00
Diluted	$	(0.25	)	$	(0.20	)	$	0.00
Comprehensive (loss) income per common share
Basic	$	(0.25	)	$	(0.20	)	$	0.00
Diluted	$	(0.25	)	$	(0.20	)	$	0.00

Statements of Changes in Shareholders' Equity

The changes in common shares from March 26, 2004 (date the Company became a exploration stage enterprise) as required by US GAAP is disclosed below:

			Amount
			Under
	Shares		US GAAP
Common shares before change to a exploration 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
Private placement	2,019,104		2,523,880
Debt conversation	80,000		100,000
Warrant valuation	-		(178,023	)
Private placement	590,320		737,900
Warrant valuation	-		(111,498	)
Shares issued for a finders' fee	160,000		200,000
Private placement	400,000		500,000
Private placement	3,985,974		4,384,571
Warrant valuation	-		(1,335,301	)
Cost of issue - broker warrant valuation	-		(462,173	)
Cost of issue - cash laid out	-		(866,375	)
Balance, May 31, 2006	19,086,892	$	10,274,731

- 28 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements

May 31, 2006, 2005 and 2004

15.             Differences between Canadian GAAP and US GAAP (continued)

Other changes in shareholders' equity are presented as follows:

Additional paid in capital
Balance, May 31, 2004 and 2005	$	25,000
Expired warrants		173,388
Balance, May 31, 2006	$	198,388
Warrants
Balance, May 31, 2004	$	-
Issued		173,388
Balance, May 31, 2005		173,388
Issued		2,086,995
Expired		(173,388	)
Balance, May 31, 2006	$	2,086,995
Cumulative adjustments to marketable securities
Balance, June 1, 2001	$	(85,625	)
Comprehensive loss items		(121,100	)
Balance, May 31, 2002		(206,725	)
Comprehensive loss items		(88,580	)
Balance, May 31, 2003		(295,305	)
Comprehensive loss items		(5,000	)
Balance, March 26, 2004		(300,305	)
Comprehensive loss items		(15,234	)
Balance, May 31, 2005 and May 31, 2006	$	(315,539	)

- 29 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements

May 31, 2006, 2005 and 2004

15.             Differences between Canadian GAAP and US GAAP (continued)

Deferred stock-option compensation
Balance, May 31, 2004	$	-
Vesting of stock options		775,613
Balance, May 31, 2005		775,613
Vesting of stock options		573,700
Balance, May 31, 2006	$	1,349,313

There were no change on deferred accumulated before change to a development stage company as at May 31, 2004, 2005 and 2006.

Deficit accumulated during the development stage
Balance, March 26, 2004	$	-
Net loss		4,678
Comprehensive loss items		(15,234	)
Balance, May 31, 2004		(10,556	)
Net loss		(1,743,463	)
Balance, May 31, 2005		(1,754,019	)
Net loss		(3,673,388	)
Comprehensive loss items		-
Balance, May 31, 2006	$	(5,427,407	)

- 30 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements

May 31, 2006, 2005 and 2004

15.             Differences between Canadian GAAP and US GAAP (continued)

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 2006, 2005 and 2004.

Such statements under US GAAP are as follows:

Statements of Cash Flows

											Cumulative
											from date
		Year ended May 31,									of inception
		2006			2005			2004			("March 26, 2004")
Cash flows from operating activities
Net (loss) income for the year	$	(3,673,388	)	$	(1,743,463	)	$	20,730		$	(5,427,407	)
Items not involving cash:
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		573,700			775,613			-			1,349,313
Change in non-cash operating
working activities:
GST receivable		(105,309	)		(24,498	)		(1,725	)		(135,477	)
Prepaid expenses		(14,967	)		(5,670	)		-			(14,967	)
Accounts payable and accrued
liabilities		288,486			94,759			12,117			428,233
Cash flows (used in) operating activities		(2,931,478	)		(903,259	)		(27,079	)		(3,834,737	)
Cash flows from financing activities
Loans from related parties		-			(28,594	)		27,043			(28,594	)
Share/warrant issuance		8,146,351			1,450,000			-			9,596,351
Cost of issue		(866,375	)		(124,081	)		-			(990,456	)
Proceeds from loan		175,000			-			-			175,000
Repayment of loan		(75,000	)		-			-			(75,000	)
Cash flows from financing activities		7,379,976			1,297,325			27,043			8,677,301
Cash flows from investing activities
Exploration advances		(271,977	)		-			-			(271,977	)
Purchase of mineral property rights		(617,788	)		(150,000	)		-			(767,788	)
Cash flows (used in) investing activities		(889,765	)		(150,000	)		-			(1,039,765	)
Change in cash and cash
equivalents during the period		3,558,733			244,066			(36	)		3,802,799
Cash and cash equivalents,
beginning of year		244,067			1			37			1
Cash and cash equivalents, end of year	$	3,802,800		$	244,067		$	1		$	3,802,800
Supplement schedule of non-cash transaction
Share issuance included in mining
interest	$	200,000		$	250,775		$	-		$	450,775

- 31 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements

May 31, 2006, 2005 and 2004

15.             Differences between Canadian GAAP and US GAAP (continued)

Recent US GAAP accounting pronouncements

In March 2005, the FASB issued FASB Interpretation (FIN) No. 47, "Accounting for Conditional Asset Retirement Obligations, an interpretation of FASB Statement No. 143" (FIN 47). FIN 47 clarifies that conditional asset retirement obligations meet the definition of liabilities and should be recognized when incurred if their fair values can be reasonably estimated. The Company was required to adopt FIN 47 during the year ended May 31, 2006; the implementation did not have any effect on the Company's financial statements as the Company does not yet have significant assets which the Company is obligated to retire.

In June 2005, the FASB issued Statement 154, "Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20 and FASB Statement No. 3." Statement 154 will become effective for accounting changes and corrections of errors made in fiscal year 2007 and beyond. The effect of this statement on the Company's financial statements will depend on the nature and significance of future accounting changes subject to this statement.

In January 2006, the FASB ratified the consensus reached by the Emerging Issues Task Force on Issue No. 04-6, "Accounting for Stripping Costs Incurred during Production in the Mining Industry" (EITF 04-6), which requires that stripping costs be included in costs of sales as incurred beginning in fiscal 2007. The Company believes this consensus will have no effect on the financial statements until such time as the Company has a mine or mines in production.

In July 2006, the FASB issued FASB Interpretation No.48, "Accounting for Uncertainty in Income Taxes" (FIN 48). FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective in fiscal years beginning after December 15, 2006. The provisions of FIN 48 are to be applied to all tax positions upon initial adoption, with the cumulative effect adjustment reported as an adjustment to the opening balance of retained earnings. The Company is currently evaluating the potential impact, if any, that the adoption of FIN 48 will have on the financial statements.

- 32 -

EX-99.2

NOTICE TO
SHAREHOLDERS
FOR THE THREE MONTHS ENDED
AUGUST 31, 2006
GRANDVIEW GOLD INC.

(An Exploration Stage Company)

Responsibility for Financial Statements

The accompanying unaudited 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, 2006 audited financial statements. Only changes in accounting information have been disclosed in these unaudited financial statements. These unaudited 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 unaudited 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, 2006 and August 31, 2005.

Grandview Gold Inc.

(An Exploration Stage Company)

(Unaudited)

Balance Sheets

		August 31,			May 31,
		2006			2006
Assets
Current assets
Cash	$	2,343,105		$	3,802,800
Marketable securities (Note 2)		9,766			9,766
GST receivable		150,113			130,297
Prepaid expenses		193,937			20,637
Exploration advances, net		90,000			271,977
		2,786,921			4,235,477
Mining interests		4,424,092			3,415,766
	$	7,211,013		$	7,651,243
Liabilities
Current liabilities
Accounts payable and accrued liabilities	$	323,909		$	421,502
Shareholders' Equity
Share capital (Note 3(b))		9,543,301			9,543,301
Warrants (Note 3(c))		1,800,239			2,086,995
Contributed surplus (Note 3(e))		2,406,020			1,547,701
Deficit		(6,862,456	)		(5,948,256	)
		6,887,104			7,229,741
	$	7,211,013		$	7,651,243

Nature of operations and going concern assumption (Note 1).

The notes to financial statements are an integral part of these statements.

- 2 -

Grandview Gold Inc.

(An Exploration Stage Company)

(Unaudited)

Statements of Operations and Deficit

								Cumulative
								from date of
								inception of the
		Three Months Ended						exploration
		August 31,			August 31,			stage
		2006			2005			(March 26, 2004)
Expenses
Stock-option compensation (Note 3(d))	$	571,563		$	121,291		$	1,920,876
Investor relations, business development
and reporting issuer maintenance costs		68,994			31,090			652,765
Professional fees		183,346			24,539			599,517
Management services		72,769			48,038			540,835
Office and administration		32,323			30,947			309,638
Write-down of marketable securities		-			-			15,234
Bad debt		-			-			1,235
Loss before the undernoted		(928,995	)		(255,905	)		(4,040,100	)
Interest income		14,795			-			14,795
Forgiveness of debt		-			-			35,667
Failed merger costs		-			-			(170,000	)
Loss before income taxes		(914,200	)		(255,905	)		(4,159,638	)
Future income tax recovery		-			-			(731,430	)
Net loss for the period		(914,200	)		(255,905	)		(3,428,208	)
Deficit, beginning of period		(5,948,256	)		(4,945,040	)		(3,434,248	)
Deficit, end of period	$	(6,862,456	)	$	(5,200,945	)	$	(6,862,456	)
Basic and diluted loss per share (Note 3(f))	$	(0.05	)	$	(0.02	)

The notes to financial statements are an integral part of these statements.

- 3 -

Grandview Gold Inc.

(An Exploration Stage Company)

(Unaudited)

Statements of Cash Flows

								Cumulative
								from date of
								inception of the
		Three Months Ended						exploration
		August 31,			August 31,			stage
		2006			2005			(March 26, 2004)
Operating activities
Net loss for the period	$	(914,200	)	$	(255,905	)	$	(3,428,208	)
Items not involving cash:
Write-down of marketable securities		-			-			15,234
Forgiveness of debt		-			-			(35,667	)
Future income tax recovery		-			-			(731,430	)
Write-off of bad debts		-			-			1,235
Stock-based compensation (Note 3(d))		571,563			121,291			1,920,876
Change in non-cash operating working capital
GST receivable		(19,816	)		(19,327	)		(149,623	)
Prepaid expenses		(173,300	)		-			(193,937	)
Accounts payable and accrued liabilities		(97,593	)		19,174			330,078
Cash flows used in operating activities		(633,346	)		(134,767	)		(2,271,442	)
Financing activities
Loans from related parties		-			-			(28,594	)
Proceeds from loan		-			195,000			175,000
Repayment of loan		-			-			(75,000	)
Share/warrant issuance		-			2,523,880			9,596,351
Cost of issuance		-			(212,522	)		(990,456	)
Cash flows provided by financing activities		-			2,506,358			8,677,301
Investing activities
Expenditures on mining interests		(1,008,326	)		(229,653	)		(3,972,755	)
Exploration advances		181,977			-			(90,000	)
Cash flows used in investing activities		(826,349	)		(229,653	)		(4,062,755	)
Change in cash during the period		(1,459,695	)		2,141,938			2,343,104
Cash, beginning of period		3,802,800			244,067			1
Cash, end of period	$	2,343,105		$	2,386,005		$	2,343,105

The notes to financial statements are an integral part of these statements.

- 4 -

Grandview Gold Inc.

(An Exploration Stage Company)

(Unaudited)

Statements of Mineral Properties

						Cumulative
						from date of
						inception of the
		Three months ended				exploration
		August 31,		August 31		stage
		2006		2005		(March 26, 2004)
Pony Creek Carlin Trend Project,
Nevada, USA (1)
Balance, beginning of period	$	1,881,582	$	411,874	$	-
Drilling, assays and related field work		691,325		52,395		1,990,912
Project administration and general		42,909		-		51,930
Property acquisition and holding costs		135,758		118,504		708,732
Total expenditures during the period		869,992		170,899		2,751,574
Balance, end of period		2,751,574		582,773		2,751,574
Red Lake Gold Camp, Ontario, Canada (1)
Balance, beginning of period		1,074,803		5,562		-
Drilling, assays and related field work		69,858		-		802,681
Property acquisition and holding costs		26,250		-		368,230
Total expenditures during the period		96,108		-		1,170,911
Balance, end of period		1,170,911		5,562		1,170,911
Rice Lake Gold Camp, Manitoba,
Canada (1)
Balance, beginning of period		459,381		241,800		-
Drilling, assays and related field work		38,072		8,754		193,844
Property acquisition and holding costs		4,154		50,000		307,763
Total expenditures during the period		42,226		58,754		501,607
Balance, end of period		501,607		300,554		501,607
	$	4,424,092	$	888,889	$	4,424,092

(1) For a description of these properties, refer to Note 5 of the audited financial statements as at May 31, 2006.

The notes to financial statements are an integral part of these statements.

- 5 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements (Unaudited)

Three Months Ended August 31, 2006

1. Nature of business, going concern assumption and accounting policies

Grandview Gold Inc. (the "Company") is a gold exploration company focused on exploring and developing gold properties in gold camps of North America.

The Company was 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 gold exploration company. To date, the Company has not earned significant revenues from gold exploration and is considered to be in the exploration stage. As such, the Company will be applying Accounting Guideline 11 "Enterprises in the Development Stage" from March 26, 2004 onwards.

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 the next twelve months subsequent to August 31, 2006. 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.

The unaudited financial statements have been prepared in accordance with Canadian generally accepted accounting principles ("GAAP") 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, 2006 may not necessarily be indicative of the results that may be expected for the year ending May 31, 2007.

The balance sheet at May 31, 2006 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, 2006. 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, 2006.

New accounting pronouncement

In January 2005, the Canadian Institute of Chartered Accountants issued four new accounting standards: Handbook Section 1530, Comprehensive Income, Handbook Section 3251, Equity, Handbook Section 3855, Financial Instruments – Recognition and Measurement and Handbook Section 3865, Hedges. These standards are effective for interim and annual financial statements for the Company's fiscal and interim periods beginning October 1, 2006.

- 6 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements (Unaudited)

Three Months Ended August 31, 2006

2. Marketable securities

Marketable securities consists of:

		August 31,			May 31,
		2006			2006
Navitrak International Corporation
Common shares (at cost)	$	325,305		$	325,305
Less provision for write down to market		(315,539	)		(315,539	)
Carrying value	$	9,766		$	9,766

Navitrak International Corporation is a reporting issuer. As at August 31, 2006, the Company owned 488,300 (2005 -488,300) common shares. The trading activity and market volume of the marketable securities is limited.

3.	Share capital
(a)	Authorized
	Unlimited number of common shares
(b)	Issued

	Number
	of
	shares		Amount
Balance, May 31, 2004 and May 31, 2003	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

- 7 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements (Unaudited)

Three Months Ended August 31, 2006

3.	Share capital (Continued)
(b)	Issued (Continued)

	Number
	of
	shares		Amount
Balance, May 31, 2005 (Carryforward from previous page)	11,851,494	$	4,781,750
Private placement	2,019,104		2,523,880
Debt conversation	80,000		100,000
Warrant valuation	-		(178,023	)
Private placement	590,320		737,900
Warrant valuation	-		(111,498	)
Shares issued for a finders' fee	160,000		200,000
Private placement	400,000		500,000
Private placement	3,985,974		4,384,571
Warrant valuation	-		(1,335,301	)
Cost of issue - broker warrant valuation	-		(462,173	)
Cost of issue - cash laid out	-		(866,375	)
Flow-through cost of issue	-		(731,430	)
Balance, May 31, 2006 and August 31, 2006	19,086,892	$	9,543,301

(c)	Warrants
The following is a continuity of warrants for the period ended August 31, 2006:

	Number			Average
	of			Exercise
	Warrants			Price
Balance, May 31, 2006	3,435,238		$	1.63
Expired/cancelled	(659,462	)		(1.59	)
Balance, August 31, 2006	2,775,776		$	1.64

The following are the warrants outstanding as at August 31, 2006:

Number		Black-
of		Scholes		Exercise		Expiry
Warrants		Value		Price		Date
285,160	$	111,498	$	1.75		September 15, 2006
59,032		30,342		1.25	(1 )(a)	September 15, 2006
40,000		21,360		1.25	(1 )(b)	October 19, 2006
1,992,987		1,335,301		1.75		March 27, 2009
398,597		301,738		1.10		March 27, 2009
2,775,776	$	1,800,239

- 8 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements (Unaudited)

Three Months Ended August 31, 2006

3.	Share capital (Continued)
(c)	Warrants (Continued)
(1)	If these securities are exercised, the Company will issue the following warrants:

	Number
	of		Exercise	Expiry
	Warrants		Price	Date
(1)(a)	29,516	$	1.75	September 15, 2006
(1)(b)	20,000		1.75	October 19, 2006
	49,516

(d)	Stock options
The following is a continuity of stock options for the period ended August 31, 2006:

				Weighted
	Number			Average
	of			Exercise
	Stock Options			Price
Balance, May 31, 2006	2,225,000		$	1.28
Granted	750,000			1.10
Cancelled	(375,000	)		(1.00	)
Balance, August 31, 2006	2,600,000		$	1.26

The following are the stock options outstanding at August 31, 2006:

Number		Black-
of		Scholes		Exercise	Expiry
Stock options		Value		Price	Date
675,000	$	514,350	$	1.00	October 1, 2009
75,000		62,850		1.10	December 20, 2009
150,000		97,050		1.25	August 29, 2010
50,000		19,950		1.25	January 6, 2008
300,000		234,300		1.25	January 6, 2011
600,000		723,000		1.80	April 3, 2011
500,000		255,500		1.10	January 11, 2008
150,000		60,750		1.10	July 11, 2007
100,000		44,000		1.10	May 31, 2008
2,600,000	$	2,011,750

- 9 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements (Unaudited)

Three Months Ended August 31, 2006

3.	Share capital (Continued)
(d)	Stock options (Continued)

The stock options have been expensed as follows:

			Balance					Expensed				Balance
	Number		at					at		Remainder		at
	of		May 31,					August 31,		to be		August 31,
	stock options		2006		Cancelled			2006		expensed		2006
(1)(5)	675,000	$	800,100	$	(285,750	)	$	-	$	-	$	514,350
(1)	75,000		62,850		-			-		-		62,850
(1)	150,000		97,050		-			-		-		97,050
(1)	50,000		11,638		-			4,988		3,324		19,950
(1)	300,000		136,675		-			58,575		39,050		234,300
(1)	600,000		241,000		-			180,750		301,250		723,000
(2)	500,000		-		-			255,500		-		255,500
(3)(4)	150,000		-		-			60,750		-		60,750
(6)	100,000		-		-			11,000		33,000		44,000
	2,600,000	$	1,349,313	$	(285,750	)	$	571,563	$	376,624	$	2,011,750

(1) The values assigned were estimated using the Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%; expected volatility - 103.23% to 167.25%; risk-free interest rates - 3.44% to 4.15% and an expected average life of 2 to 5 years.

(2) On July 11, 2006, the Company retained Connect Capital Limited ("CCL") and Connect Corporate Communications Inc. ("CCCI" and collectively the "Connect Group") to assist with investor and public relation services on behalf the Company. CCL and CCCI will each receive a monthly retainer of US $10,000 for an 18-month term subject to termination by the Company with 30 days written notice. The Company issued as compensation to CCL an option to purchase 500,000 common shares at an exercise price of $1.10 per share for the term of the agreement. The estimated fair market value under the Black-Scholes option pricing model was $255,500. The following assumptions were used to estimate this amount: expected dividend yield - 0%; expected volatility - - 96.86%; risk-free interest rate -4.26%; and an expected average life of 18 months.

(3) On July 11, 2006, the Company also retained the services of Mr. Ted Markovitz as a capital markets consultant. Under the terms of this agreement, Mr. Markovitz received an option to purchase 100,000 common shares at an exercise price of $1.10 per common share. The estimated fair market value under the Black-Scholes option pricing model was $40,500. The following assumptions were used to estimate this amount: expected dividend yield - 0%; expected volatility - 92.11%; risk-free interest rate - 4.15%; and an expected average life of 12 months.

(4) On July 11, 2006, the Company issued 50,000 options at an exercise price of $1.10 for a period of 12 months to a consultant. The estimated fair market value under the Black-Scholes option pricing model was $20,250. The following assumptions were used to estimate this amount: expected dividend yield - - 0%; expected volatility - 92.11%; risk-free interest rate - 4.15%; and an expected average life of 12 months.

(5) 375,000 stock options were cancelled during the period.

(6) On June 1, 2006, the Company issued 100,000 options at an exercise price of $1.10 for a period of 24 months to a consultant. The estimated fair market value under the Black-Scholes option pricing model was $44,000. The following assumptions were used to estimate this amount: expected dividend yield - - 0%; expected volatility - 97.41%; risk-free interest rate - 4.15%; and an expected average life of 18 months.

- 10 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements (Unaudited)

Three Months Ended August 31, 2006

3.	Share capital (Continued)
(e)	Contributed Surplus

The following is a continuity of contributed surplus for the period ended August 31, 2006:

		Contributed
		Surplus
Balance, May 31, 2006	$	1,547,701
Vesting of stock options		571,563
Expired warrants		286,756
Balance, August 31, 2006	$	2,406,020

(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,
		2006			2005
Numerator for basic loss per share	$	(914,200	)	$	(255,905	)
Numerator for diluted loss per share	$	(914,200	)	$	(255,905	)
Denominator for weighted number of common shares - basic		19,086,892			11,851,494
Denominator for weighted number of common shares - diluted		19,086,892			11,851,494
Basic loss per share	$	(0.05	)	$	(0.02	)
Diluted loss per share	$	(0.05	)	$	(0.02	)

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.

- 11 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements (Unaudited)

Three Months Ended August 31, 2006

4. 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, 2006 financial statements. The benefits for these losses and the estimated loss for the period are not recognized in these financial statements.

5. Related party transactions not disclosed elsewhere

On June 1, 2004, the Company entered into a management agreement with a company owned by Raymond Pecoskie ("Ray"), the President of the Company. Ray's company provides management and consulting services to the Company in exchange for $11,682 per month. On July 13, 2006, Ray stepped down as President of the Company. Ray will continue to manage the Company's Nevada drilling program on a contract basis. As President of the Company, Ray was paid $11,682 (2005 - $35,046).

Michael Hitch, PhD. P. Geology, a director, has been appointed to the position of interim Chief Executive Officer and will be overseeing the operations of the Company until the selection process for a new President and Chief Executive Officer is completed. His fees for the period amounted to $13,500 (2005 - $nil).

$12,000 (2005 - $nil) was accrued to the Chief Financial Officer of the Company.

$30,000 (2005 - $nil) was paid to a company that a director is a partner of for consulting services.

These transactions have been measured at the exchange amount which is intended to represent fair market value.

6. 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(i) in the fiscal 2006 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. Prior to this accounting policy, no compensation expense was required to be recorded for stock option grants under Canadian GAAP for fiscal 2004. 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.

- 12 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements (Unaudited)

Three Months Ended August 31, 2006

6. Differences between Canadian GAAP and US GAAP (Continued)

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, 2006 and 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, 2006 and 2005. Had the Company adopted (FASB) Statement 148 for 2004, there would be no effect on earnings since no stock options were issued in that fiscal period.

Under Canadian GAAP, the Company accounts for its exploration costs as described in Note 2(e) of the audited annual financial statements for May 31, 2006, while under US GAAP, exploration costs cannot be capitalized and are expensed as incurred. Mineral property rights relating to the properties are capitalized and they are tested for impairment.

Under Canadian GAAP, marketable securities and long term investments are carried at the lower of cost or market, and adjustments to the carrying value are shown as an expense on the statement of operations. Under US GAAP, marketable equity securities are carried at market value, and adjustments to the carrying value are shown as a component of shareholder's equity (if the securities are classified as available-for-sale securities) or as gain or loss in the statement of operations (if the securities are classified as trading securities).

Canadian GAAP provides that a tax benefit be recorded in the statement of operations to reflect the recovery of future income taxes relating to the renunciation of resource property expenditures to the Company's flow-through share investors (See Note 8 of the audited annual financial statements for May 31, 2006). US GAAP has no such provision; consequently, the US GAAP statement of operations contains no such tax benefit.

- 13 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements (Unaudited)

Three Months Ended August 31, 2006

6. Differences between Canadian GAAP and US GAAP (Continued)

Had the Company's balance sheets as at August 31, 2006 and May 31, 2006 been prepared using US GAAP, such balance sheets would be presented as follows:

		August 31, 2006			May 31, 2006
Assets
Current
Cash	$	2,343,105		$	3,802,800
Marketable securities		9,766			9,766
GST receivable		150,113			130,297
Prepaid expenses		193,937			20,637
Exploration advances, net		90,000			271,977
		2,786,921			4,235,477
Property and equipment
Mineral property rights		1,384,725			1,218,563
	$	4,171,646		$	5,454,040
Liabilities and Shareholders' Equity
Current
Accounts payable and accrued liabilities	$	323,909		$	421,502
Shareholders' equity
Share capital
Authorized - unlimited common shares
Issued
Common shares		10,274,731			10,274,731
Additional paid in capital		485,144			198,388
Warrants		1,800,239			2,086,995
Cumulative adjustments to marketable securities		(315,539	)		(315,539	)
Deferred stock option compensation		1,920,876			1,349,313
Deficit accumulated before change to a exploration stage company		(3,133,943	)		(3,133,943	)
Deficit accumulated during the exploration stage		(7,183,771	)		(5,427,407	)
		3,847,737			5,032,538
	$	4,171,646		$	5,454,040

- 14 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements (Unaudited)

Three Months Ended August 31, 2006

6. Differences between Canadian GAAP and US GAAP (Continued)

Under US GAAP, exploration 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, 2006, August 31, 2005 and August 31, 2004. Such statements under US GAAP are as follows:

Statements of Operations and Comprehensive Loss

											Cumulative
											from date of
											inception of the
		Three Months Ended									exploration
		August 31,			August 31,			August 31,			stage
		2006			2005			2004			(March 26, 2004)
Expenses
Management services	$	72,769		$	48,038		$	35,047		$	540,835
Investor relations, business
development and reporting
issuer maintenance costs		68,994			31,090			9,367			652,765
Bad debt expense		-			-			-			1,235
Professional fees		183,346			24,539			-			599,517
Office and administration		32,323			30,947			4,197			309,638
Gain on forgiveness of debt		-			-			-			(35,667	)
Non-cash compensation expense		571,563			121,291			-			1,920,876
General exploration		842,164			229,653			136,876			3,039,367
Failed merger costs		-			-			-			170,000
Loss before the under noted		(1,771,159	)		(485,558	)		(185,487	)		(7,198,566	)
Interest income		14,795			-			-			14,795
Net loss for the period and from
date of inception		(1,756,364	)		(485,558	)		(185,487	)		(7,183,771	)
Comprehensive loss items:
Write-down of marketable
securities		-			-			-			(15,234	)
Comprehensive loss for the
period	$	(1,756,364	)	$	(485,558	)	$	(185,487	)	$	(7,199,005	)

- 15 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements (Unaudited)

Three Months Ended August 31, 2006

6. Differences between Canadian GAAP and US GAAP (Continued)

Statements of Operations and Comprehensive Loss (Continued)

		Three Months Ended
		August 31,			August 31,			August 31,
		2006			2005			2004
Loss per common share
Basic	$	(0.09	)	$	(0.04	)	$	(0.03	)
Diluted	$	(0.09	)	$	(0.04	)	$	(0.03	)
Comprehensive loss per common share
Basic	$	(0.09	)	$	(0.04	)	$	(0.03	)
Diluted	$	(0.09	)	$	(0.04	)	$	(0.03	)

Statements of Changes in Shareholders' Equity

			Amount
			Under
	Shares		US GAAP
Common shares before change to a exploration 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
Private placement	2,019,104		2,523,880
Debt conversation	80,000		100,000
Warrant valuation	-		(178,023	)
Private placement	590,320		737,900
Warrant valuation	-		(111,498	)
Shares issued for a finders' fee	160,000		200,000
Private placement	400,000		500,000
Private placement	3,985,974		4,384,571
Warrant valuation	-		(1,335,301	)
Cost of issue - broker warrant valuation	-		(462,173	)
Cost of issue - cash laid out	-		(866,375	)
Balance, May 31, 2006 and August 31, 2006	19,086,892	$	10,274,731

- 16 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements (Unaudited)

Three Months Ended August 31, 2006

6. Differences between Canadian GAAP and US GAAP

Other changes in shareholders' equity are presented as follows:

Additional paid in capital
Balance, May 31, 2004 and May 31, 2005	$	25,000
Expired warrants		173,388
Balance, May 31, 2006		198,388
Expired warrants		286,756
Balance, August 31, 2006	$	485,144
Warrants
Balance, May 31, 2004	$	-
Issued		173,388
Balance, May 31, 2005		173,388
Issued		2,086,995
Expired		(173,388	)
Balance, May 31, 2006		2,086,995
Expired		(286,756	)
Balance, August 31, 2006	$	1,800,239
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,
May 31, 2006 and August 31, 2006	$	(315,539	)

- 17 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements (Unaudited)

Three Months Ended August 31, 2006

6. Differences between Canadian GAAP and US GAAP (Continued)

Deferred stock-option compensation
Balance, May 31, 2004	$	-
Vesting of stock options		775,613
Balance, May 31, 2005		775,613
Vesting of stock options		573,700
Balance, May 31, 2006		1,349,313
Vesting of stock options		571,563
Balance, August 31, 2006	$	1,920,876
Deficit accumulated during the exploration stage
Balance, March 26, 2004	$	-
Net income		4,678
Comprehensive loss items		(15,234	)
Balance, May 31, 2004		(10,556	)
Net loss		(1,743,463	)
Balance, May 31, 2005		(1,754,019	)
Net loss		(3,673,388	)
Balance, May 31, 2006		(5,427,407	)
Net loss		(1,756,364	)
Balance, August 31, 2006	$	(7,183,771	)

- 18 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements (Unaudited)

Three Months Ended August 31, 2006

6. Differences between Canadian GAAP and US GAAP (Continued)

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, 2006, August 31, 2005 and August 31, 2004.

Such statements under US GAAP are as follows:

Statements of Cash Flow s											Cumulative from
		Three Months Ended									date of
		August 31,			August 31,			August 31,			inception
		2006			2005			2004			(March 26, 2004)
Cash flows used in operating activities
Net loss for the period	$	(1,756,364	)	$	(485,558	)	$	(185,487	)	$	(7,183,771	)
Items not involving cash:
Forgiveness of debt		-			-			-			(35,667	)
Write-off of bad debts		-			-			-			1,235
Non-cash compensation expense		571,563			121,291			-			1,920,876
Change in non-cash operating
working capital
GST receivable		(19,816	)		(19,327	)		(31,740	)		(155,293	)
Prepaid expenses		(173,300	)		-			-			(188,267	)
Accounts payable and
accrued liabilities		(97,593	)		19,174			284			330,640
		(1,475,510	)		(364,420	)		(216,943	)		(5,310,247	)
Cash flows used in financing activities
Loans from related parties		-			-			-			(28,594	)
Proceeds from loan		-			195,000			-			175,000
Repayment of loan		-			-			-			(75,000	)
Share/warrant issuance		-			2,523,880			246,321			9,596,351
Cost of issue		-			(212,522	)		-			(990,456	)
		-			2,506,358			246,321			8,677,301
Cash flows used in investing activities
Purchase of mineral property
rights		(166,162	)		-			4,000			(933,950	)
Exploration advances		181,977			-			-			(90,000	)
		15,815			-			4,000			(1,023,950	)
Change in cash during the period		(1,459,695	)		2,141,938			33,378			2,343,104
Cash, beginning of period		3,802,800			244,067			1			1
Cash, end of period	$	2,343,105		$	2,386,005		$	33,379		$	2,343,105

- 19 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Financial Statements (Unaudited)

Three Months Ended August 31, 2006

6. Differences between Canadian GAAP and US GAAP (Continued)

								Cumulative from
		Three Months Ended						date of
		August 31,		August 31,		August 31,		inception
		2006		2005		2004		(March 26, 2004)
Supplemental schedule of non-cash
transaction
Share issuance included in mining
interest	$	-	$	-	$	4,000	$	450,775

Recent US GAAP accounting pronouncements

In March 2005, the FASB issued FASB Interpretation (FIN) No. 47, "Accounting for Conditional Asset Retirement Obligations, an interpretation of FASB Statement No. 143" (FIN 47). FIN 47 clarifies that conditional asset retirement obligations meet the definition of liabilities and should be recognized when incurred if their fair values can be reasonably estimated. The Company was required to adopt FIN 47 during the year ended May 31, 2006; the implementation did not have any effect on the Company's financial statements as the Company does not yet have significant assets which the Company is obligated to retire.

In June 2005, the FASB issued Statement 154, "Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20 and FASB Statement No. 3." Statement 154 will become effective for accounting changes and corrections of errors made in fiscal year 2007 and beyond. The effect of this statement on the Company's financial statements will depend on the nature and significance of future accounting changes subject to this statement.

In January 2006, the FASB ratified the consensus reached by the Emerging Issues Task Force on Issue No. 04-6, "Accounting for Stripping Costs Incurred during Production in the Mining Industry" (EITF 04-6), which requires that stripping costs be included in costs of sales as incurred beginning in fiscal 2007. The Company believes this consensus will have no effect on the financial statements until such time as the Company has a mine or mines in production.

In July 2006, the FASB issued FASB Interpretation No.48, "Accounting for Uncertainty in Income Taxes" (FIN 48). FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective in fiscal years beginning after December 15, 2006. The provisions of FIN 48 are to be applied to all tax positions upon initial adoption, with the cumulative effect adjustment reported as an adjustment to the opening balance of retained earnings. The Company is currently evaluating the potential impact, if any, that the adoption of FIN 48 will have on the financial statements.

In September 2006, the FASB issued Statement 157 "Fair Value Measurements". Statement 157 will become effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. The Company is currently evaluating the potential impact, if any, that the adoption of Statement 157 "Fair Value Measurements" will have on the financial statements.

- 20 -