Grandview Gold (GVX.H) 6-K Grandview Gold Inc Announces Closing of Private Placement

Exhibit 99.49

________________________________________________________________________

Grandview Gold Inc.

(An Exploration Stage Company)

 Consolidated Financial Statements

May 31, 2010 and 2009

(Expressed in Canadian Dollars)

 ________________________________________________________________________

Management’s Responsibility for Financial Reporting

The accompanying consolidated financial statements of Grandview Gold Inc. (An Exploration Stage Enterprise) were prepared by management in accordance with Canadian generally accepted accounting principles. Management acknowledges responsibility for the preparation and presentation of the year end consolidated financial statements, including responsibility for significant accounting judgments and estimates and the choice of accounting principles and methods that are appropriate to the Company’s circumstances. Management also accepts responsibility for ensuring the use of appropriate accounting policies and estimates in disclosure of information prepared following accounting principles generally accepted in the United States of America. The significant accounting policies of the Company are summarized in Note 2 to the consolidated financial statements.

Management has established systems of internal control over the financial reporting process, which are designed to provide reasonable assurance that relevant and reliable financial information is produced.

The Board of Directors is responsible for ensuring that management fulfills its financial reporting responsibilities and for reviewing and approving the year end consolidated financial statements together with other financial information. An Audit Committee assists the Board of Directors in fulfilling this responsibility. The Audit Committee meets with management to review the internal controls over the financial reporting process and the year end consolidated financial statements together with other financial information of the Company. The Audit Committee reports its findings to the Board of Directors for its consideration in approving the year end consolidated financial statements together with other financial information of the Company for issuance to the shareholders.

Management recognizes its responsibility for conducting the Company’s affairs in compliance with established financial standards and applicable laws and regulations, and for maintaining proper standards of conduct for its activities.

Management's Report on Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Management conducted an evaluation of the effectiveness of internal control over financial reporting based on “Internal Control Over Financial Reporting – Guidance For Smaller Public Companies” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as at May 31, 2010.

Conclusion Relating to Disclosure Controls and Procedures

An evaluation was performed under the supervision of and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures as defined in the Multilateral Instrument 52-109. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the design and operation of the Company’s disclosure controls and procedures were effective as at May 31, 2010.

(signed)	(signed)
Paul T. Sargeant	Ernest Cleave
Chief Executive Officer	Chief Financial Officer
Toronto, Canada
August 17, 2010

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of Grandview Gold Inc.

We have audited the consolidated balance sheets of Grandview Gold Inc. (An Exploration Stage Company) as at May 31, 2010 and 2009 and the consolidated statements of operations and comprehensive loss, accumulated deficit, changes in shareholders’ equity, cash flows and mineral properties for each of the three years ended May 31, 2010 and for the period from the date of inception of the exploration stage on March 26, 2004 to May 31, 2010. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated 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 of America). 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. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as at May 31, 2010 and 2009 and the results of its operations and its cash flows for each of the three years ended May 31, 2010 and for the period from the date of inception of the exploration stage on March 26, 2004 to May 31, 2010 in accordance with Canadian generally accepted accounting principles.

	"McCarney Greenwood LLP"
Toronto, Canada
	McCarney Greenwood LLP
August 17, 2010	Chartered Accountants
	Licensed Public Accountants

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

In the United States of America, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the consolidated financial statements are affected by conditions and events that cast significant doubt on the Company's ability to continue as a going concern, such as those described in Note 1 to the consolidated financial statements. Our report to the shareholders dated August 17, 2010 is expressed in accordance with Canadian reporting standards which do not require a reference to such conditions and events in the auditor's report when these are adequately disclosed in the consolidated financial statements.

	"McCarney Greenwood LLP"
Toronto, Canada
	McCarney Greenwood LLP
August 17, 2010	Chartered Accountants
	Licensed Public Accountants

GRANDVIEW GOLD INC. (AN EXPLORATION STAGE COMPANY) CONSOLIDATED BALANCE SHEETS (EXPRESSED IN CANADIAN DOLLARS)
As at May 31,		2010		2009
Assets
Current assets
Cash and cash equivalents	$	1,432,824	$	106,593
Short term investments (Note 5)		25,037		407,493
GST and sundry receivable		26,416		5,707
Prepaid expenses		12,876		12,283
Due from a related party (Note 14(iv))		-		10,000
		1,497,153		542,076
Reclamation bond (Note 6)		13,699		14,332
Mining interests (Note 7)		4,149,771		3,442,793
	$	5,660,623	$	3,999,201
Liabilities
Current liabilities
Accounts payable and accrued liabilities (Note 14)	$	89,284	$	72,467
Asset retirement obligation (Note 7)		13,699		14,332
		102,983		86,799
Shareholders' equity		5,557,640		3,912,402
	$	5,660,623	$	3,999,201
Nature of operations and going concern assumption(Note 1)
The notes to consolidated financial statements are an integral part of these statements.
Approved by the Board of Directors:
"Paul T. Sarjeant" ,Director
"Richard Brown" ,Director

- 2 -

GRANDVIEW GOLD INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed in Canadian Dollars)

											Cumulative
											from date of
											inception of
											the
											exploration
					Year ended May 31,						stage (March
		2010			2009			2008			26, 2004	)
Expenses
Share-based payments (Note 10)	$	449,491		$	-		$	1,322,125		$	4,479,616
Investor relations, business development and reporting issuer maintenance costs		115,352			88,716			673,712			1,903,163
Professional fees		142,354			167,672			322,033			1,365,998
Management and consulting services (Note 14)		98,750			255,201			238,539			1,441,940
Office and administration		69,107			21,579			196,503			738,245
Exploration evaluation expenses		5,000			19,885			-			24,885
Flow-through interest expense		-			2,747			44,688			188,801
Bad debt		-			-			-			1,235
		880,054			555,800			2,797,600			10,143,883
Loss before the under noted		(880,054	)		(555,800	)		(2,797,600	)		(10,143,883	)
Interest income (expense)		(349	)		7,503			59,887			88,723
Write-down of marketable securities		-			-			-			(25,000	)
Write-off of mineral properties		-			(5,903,342	)		(528,376	)		(6,431,718	)
Impairment of mineral properties		-			(1,557,112	)		-			(1,557,112	)
Forgiveness of debt		-			-			-			35,667
Failed merger costs		-			-			-			(170,000	)
Loss before income taxes		(880,403	)		(8,008,751	)		(3,266,089	)		(18,203,323	)
Future income tax recovery (Note 12)		-			(120,833	)		(260,255	)		(1,675,990	)
Net loss and comprehensive loss for the period	$	(880,403	)	$	(7,887,918	)	$	(3,005,834	)	$	(16,527,333	)
Basic loss per share(Note 11)	$	(0.02	)	$	(0.20	)	$	(0.09	)
				$
Diluted loss per share(Note 11)	$	(0.02	)		(0.20	)	$	(0.09	)
The notes to consolidated financial statements are an integral part of these statements.

- 3 -

GRANDVIEW GOLD INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF ACCUMULATED DEFICIT

(Expressed in Canadian Dollars)
											Cumulative from
											date of inception
											of the
											exploration stage
					Year ended May 31,						(March
											26, 2004	)
		2010			2009			2008
Accumulated deficit
Balance at beginning of period	$	(19,081,178	)	$	(11,193,260	)	$	(8,187,426	)	$	(3,434,248	)
Net loss for the period		(880,403	)		(7,887,918	)		(3,005,834	)		(16,527,333	)
Balance at end of period	$	(19,961,581	)	$	(19,081,178	)	$	(11,193,260	)	$	(19,961,581	)
The notes to consolidated financial statements are an integral part of these statements.

- 4 -

GRANDVIEW GOLD INC. (AN EXPLORATION STAGE COMPANY) CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (EXPRESSED IN CANADIAN DOLLARS)
								Contributed		Accumulated
		Share capital			Warrants			Surplus		Deficit			Total
At May 31, 2007	$	11,019,703		$	2,611,614		$	3,356,344	$	(8,187,426	)	$	8,800,235
Private placement		4,950,150			-			-		-			4,950,150
Warrant valuation		(940,212	)		940,212			-		-			-
Mineral property acquisition		45,800			-			-		-			45,800
Exercise of warrants		66,544			-			-		-			66,544
Fair value of warrants exercised		36,673			(36,673	)		-		-			-
Share-based payments		-			-			1,433,600		-			1,433,600
Cost of issue - cash laid out		(488,720	)		-			-		-			(488,720	)
Cost of issue - broker warrant valuation		(227,417	)		227,417			-		-			-
Flow-through cost of issue		(260,255	)		-			-		-			(260,255	)
Net loss for the year		-			-			-		(3,005,834	)		(3,005,834	)
At May 31, 2008		14,202,266			3,742,570			4,789,944		(11,193,260	)		11,541,520
Mineral property acquisition		10,800			-			-		-			10,800
Private placement		416,666			-			-		-			416,666
Cost of issue - cash laid out		(47,833	)		-			-		-			(47,833	)
Cost of issue - broker warrant valuation		(30,666	)		30,666			-		-			-
Flow-through cost of issue		(120,833	)		-			-		-			(120,833	)
Warrants expired		-			(2,569,432	)		2,569,432		-			-
Net loss for the year		-			-			-		(7,887,918	)		(7,887,918	)
At May 31, 2009	$	14,430,400		$	1,203,804		$	7,359,376	$	(19,081,178	)	$	3,912,402

See notes 8, 9 and 10 for share capital, warrants and contributed surplus from the date of inception of the exploration stage, March 26, 2004 to May 31, 2010. The notes to consolidated financial statements are an integral part of these statements.

- 5 -

GRANDVIEW GOLD INC. (AN EXPLORATION STAGE COMPANY) CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY - CONTINUED (EXPRESSED IN CANADIAN DOLLARS)
								Contributed		Accumulated
		Share capital			Warrants			surplus		deficit			Total
At May 31, 2008	$	14,430,400		$	1,203,804		$	7,359,376	$	(19,081,178	)	$	3,912,402
Share-based payments		-			-			449,491		-			449,491
Exercise of warrants		16,667			-			-		-			16,667
Fair value of warrants exercised		15,333			(15,333	)		-		-			-
Mineral property acquisition		67,000			-			-		-			67,000
Private placement		2,000,000			-			-		-			2,000,000
Cost of issue - cash laid out		(36,392	)		-			-		-			(36,392	)
Cost of issue - broker warrant valuation		(1,440,000	)		1,440,000			-		-			-
Debt conversion		28,875			-			-		-			28,875
Warrants expired		-			(1,173,138	)		1,173,138		-			-
Net loss for the year		-			-			-		(880,403	)		(880,403	)
At May 31, 2010	$	15,081,883		$	1,455,333		$	8,982,005	$	(19,961,581	)	$	5,557,640

See notes 8, 9 and 10 for share capital, warrants and contributed surplus from the date of inception of the exploration stage, March 26, 2004 to May 31, 2010. The notes to consolidated financial statements are an integral part of these statements.

- 6 -

GRANDVIEW GOLD INC. (AN EXPLORATION STAGE COMPANY) CONSOLIDATED STATEMENTS OF CASH FLOWS (EXPRESSED IN CANADIAN DOLLARS)
											Cumulative
											from date of
											inception of the
											exploration
		Year ended May 31,									stage (March
		2010			2009			2008			26, 2004	)
Cash flows from operating activities
Net loss for the period	$	(880,403	)	$	(7,887,918	)	$	(3,005,834	)	$	(16,527,333	)
Items not involving cash:
Write-down of marketable securities		-			-			-			25,000
Debt conversion		28,875			-			-			(6,792	)
Write-off of bad debts		-			-			-			1,235
Share-based payments		449,491			-			1,322,125			4,479,616
Future income tax recovery		-			(120,833	)		(260,255	)		(1,675,990	)
Accrued interest income		(37	)		(7,493	)		(36,410	)		(43,940	)
Write-off of mineral properties		-			7,460,454			528,376			7,988,830
Changes in non-cash working capital items:
GST and sundry receivable		(20,709	)		34,957			181,267			(25,926	)
Prepaid expenses		(593	)		137,883			8,526			(12,876	)
Due from a related party		10,000			80,000			-			90,000
Accounts payable and accrued liabilities		16,817			(46,059	)		(298,248	)		95,454
Cash flows used in operating activities		(396,559	)		(349,009	)		(1,560,453	)		(5,612,722	)
Cash flows from financing activities
Loans from related parties		-			-			-			(28,594	)
Share/warrant issuance		2,016,667			416,666			5,016,694			20,068,877
Cost of issuance		(36,392	)		(47,833	)		(488,720	)		(1,812,701	)
Proceeds from loan		-			-			-			175,000
Repayment of loan		-			-			-			(75,000	)
Cash flows provided by financing activities		1,980,275			368,833			4,527,974			18,327,582
Cash flows from investing activities
Purchase of reclamation bond		-			-			(13,090	)		(13,090	)
Redemption (purchase) of short term investments		382,493			611,410			(975,000	)		18,903
Exploration advances		-						312,491			-
Expenditures on mining interests		(639,978	)		(609,497	)		(3,506,343	)		(11,197,849	)
Due from a related party		-			-			-			(90,000	)
Cash flows provided by (used in) investingactivities	$	(257,485	)	$	1,913		$	(4,181,942	)	$	(11,282,036	)

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

- 7 -

GRANDVIEW GOLD INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
(EXPRESSED IN CANADIAN DOLLARS)
									Cumulative
									from date of
									inception of the
									exploration stage
		Year ended May 31,							(March
		2010		2009		2008			26, 2004	)
Change in cash and cash equivalentsduring the period	$	1,326,231	$	21,737	$	(1,214,421	)	$	1,432,824
Cash and cash equivalents,beginning of period		106,593		84,856		1,299,277			-
Cash and cash equivalents, end of period	$	1,432,824	$	106,593	$	84,856		$	1,432,824
Supplemental schedule of non-cash transactions
Share issuance included in mining interest	$	67,000	$	10,800	$	45,800		$	630,875
Warrant issuance included in mining interest	$	-	$	-	$	-		$	184,750
Share-based payments included in mining interest	$	-	$	-	$	111,475		$	111,475
Interest paid	$	-	$	-	$	23,477		$	45,159

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

- 8 -

GRANDVIEW GOLD INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF MINERAL PROPERTIES
(EXPRESSED IN CANADIAN DOLLARS)
									Cumulative
									from date of
									inception of the
									exploration stage
		Year ended May 31,							(March
		2010		2009			2008		26, 2004	)
Pony Creek Carlin Trend Project,Nevada, USA (Note 7(a))
Balance, beginning of period	$	-	$	5,679,340		$	4,386,457	$	-
Drilling, assays and related field work		-		90,775			989,754		4,684,830
Project administration and general		-		38,848			16,200		96,879
Property acquisition and holding costs		-		94,379			286,929		1,121,633
Write-off		-		(5,903,342	)		-		(5,903,342	)
Total activity during the period		-		(5,679,340	)		1,292,883		-
Balance, end of period	$	-	$	-		$	5,679,340	$	-
Red Lake Gold Camp, Ontario, Canada (Note 7(b))
Balance, beginning of period	$	3,442,793	$	3,275,971		$	1,531,160	$	-
Drilling, assays and related field work		272,911		166,146			1,655,011		3,202,798
Property acquisition and holding costs		158,263		676			89,800		671,169
Total activity during the period		431,174		166,822			1,744,811		3,873,967
Balance, end of period	$	3,873,967	$	3,442,793		$	3,275,971	$	3,873,967
Rice Lake Gold Camp,Manitoba, Canada (Note 7(c))
Balance, beginning of period	$	-	$	1,327,639		$	668,597	$	-
Drilling, assays and related field work		-		218,436			659,042		1,163,762
Project administration and general		-		227			-		227
Property acquisition and holding costs		-		10,810			-		393,123
Impairment		-		(1,557,112	)		-		(1,557,112	)
Total activity during the period		-		(1,327,639	)		659,042		-
Balance, end of period	$	-	$	-		$	1,327,639	$	-

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

-9 -

GRANDVIEW GOLD INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF MINERAL PROPERTIES - CONTINUED
(EXPRESSED IN CANADIAN DOLLARS)

									Cumulative from
									date of inception
									of the exploration
		Year ended May 31,							stage (March
		2010		2009		2008			26, 2004	)
Rocky Ridge Gold Property,Manitoba, Canada (Note 7(d))
Balance, beginning of period	$	-	$	-	$	548,404		$	-
Drilling, assays and related field work		-		-		-			415,904
Property acquisition and holding costs		-		-		(20,028	)		112,472
Write-off		-		-		(528,376	)		(528,376	)
Total activity during the period		-		-		(548,404	)	$	-
Balance, end of period	$	-	$	-	$	-		$	-
Giulianita Property,Peru (Note 7(e))
Balance, beginning of period	$	-	$	-	$	-		$	-
Drilling, assays and related field work		234,872		-		-			234,872
Property acquisition and holding costs		40,932		-		-			40,932
Total activity during the period		275,804		-		-			275,804
Balance, end of period	$	275,804	$	-	$	-		$	275,804
						-
Total	$	4,149,771	$	3,442,793	$	10,282,950		$	4,149,771

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

1.Nature of Operations and Going Concern

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

The Company was incorporated under the laws of the Province of Ontario. The Company was previously in the business of investing 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" as required by the Canadian Institute of Chartered Accountants' ("CICA") Handbook effective March 26, 2004 onward.

The consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles ("GAAP"), as applicable to a going concern entity which contemplates the realization of its assets and the settlement of its liabilities in the normal course of operations. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period. The ability of the Company to continue operations is dependent upon obtaining the necessary financing to complete the development of a mineral property. Management is aware, in making its assessment, of material uncertainties related to events or conditions that may cast significant doubt upon the entity’s ability to continue as a going concern, as described in the following paragraph. Accordingly, the consolidated financial statements do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities and commitments in other than the normal course of business and at amounts different from those in the accompanying consolidated financial statements.

- 10 -

Grandview Gold Inc.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the Years ended May 31, 2010 and 2009
(Expressed in Canadian Dollars)

The Company's financing efforts to date, while substantial, are not sufficient in and of themselves to enable the Company to fund all aspects of its operations. Management expects that the Company, based upon the underlying value of its exploration projects, will be able to secure the necessary financing to meet the Company’s requirements on an ongoing basis. Nevertheless, there is no assurance that these initiatives will be successful.

2.	Summary of Significant Accounting Policies
	The significant accounting policies for the Company are as follows:
	(a)	Basis of Presentation
		The consolidated 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 Canadian GAAP and those generally accepted in the United States ("US GAAP") which affect the Company is contained in Note 15.

- 11 -

Grandview Gold Inc.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the Years ended May 31, 2010 and 2009
(Expressed in Canadian Dollars)

2.	Summary of Significant Accounting Policies (Continued)
	(b)	Basis of Consolidation
		These consolidated financial statements include the assets, liabilities, revenues and expenses of the Company and its wholly owned subsidiaries, Grandview Gold (USA) Inc. ("Grandview USA"), and Recuperacion Realzada S.A.C. ("Recuperacion"). All significant intercompany transactions and accounts are eliminated in consolidation.
	(c)	Use of Estimates
		The preparation of consolidated financial statements in accordance with Canadian GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of management estimates relate to the determination of the recoverability of mining interest costs, the asset retirement obligation, the valuation allowance relating to the future tax asset, the calculation of share-based payments expense and warrants. Actual results may differ significantly from these estimates.
	(d)	Cash and Cash Equivalents
		Cash and cash equivalents include cash on hand and balances with banks with original maturities of three months or less and which are readily convertible into cash.
	(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 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. 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. If after the review, it is determined that the carrying amount of a mining interest is impaired, that mining interest is written-down to its estimated net realizable value. A mining interest is reviewed for impairment when events or changes in circumstances indicate that its carrying amount may not be recoverable.
		The amounts shown for mining properties do not necessarily represent present or future values. Their recoverability is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development, and future profitable production or proceeds from the disposition thereof.

- 12 -

Grandview Gold Inc.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the Years ended May 31, 2010 and 2009
(Expressed in Canadian Dollars)

2.	Summary of Significant Accounting Policies (Continued)
	(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 share capital 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)	Short Term Investments
		Short term investments comprise investments in guaranteed investment certificates due to mature within one year from the date of purchase. These investments are classified as "held-for-trading" and have been recorded at fair value.
	(h)	Asset Retirement Obligation
		Section 3110 of the CICA Handbook requires the recognition of a liability for obligations relating to the retirement of property, plant and equipment and obligations arising from acquisition, construction, development or normal operations of those assets. The Company recognizes the fair value of a liability for an asset retirement obligation ("ARO") in the year in which a reasonable estimate of the fair value can be made. The estimates are based principally on legal and regulatory requirements. It is quite possible that the Company's estimates of its ultimate reclamation and closure liabilities associated with any mine or facility built will change as a result of changes in regulations, changes in the extent of environmental remediation required, changes in the means of reclamation or changes in cost estimates. Consequently, changes resulting from revisions to the timing or the amount of the original estimated undiscounted cash flows will be recognized as an increase or a decrease to the carrying amount of the liability and related long-lived asset. The liability will be increased for the passage of time and reported as an operating expense (accretion cost). The estimated cost associated with the retirement of the mineral properties is capitalized to those assets and will be amortized when these assets are put into production at amortization rates assigned to those assets.
	(i)	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.
	(j)	Share-Based Payments
		The fair value of the stock options granted is determined using the Black-Scholes option pricing model and management's assumptions as disclosed in Note 10 and is recorded as share-based payments over the vesting period of the stock-options, with the offsetting credit recorded as an increase in contributed surplus. If the stock options are exercised, the proceeds are credited to share capital and the fair value at the date of grant is reclassified from contributed surplus to share capital.

- 13 -

Grandview Gold Inc.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the Years ended May 31, 2010 and 2009
(Expressed in Canadian Dollars)

2.	Summary of Significant Accounting Policies (Continued)
	(k)	Revenue Recognition
		Interest income is recognized on the accrual basis.
	(l)	Share Issue Costs and Reorganization Costs
		Share issue costs are recorded as a reduction of share capital. Reorganization costs are charged to deficit.
	(m)	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.
	(n)	Financial Instruments - Recognition and Measurement

All financial instruments are classified into one of the following five categories: held-for-trading, held-to-maturity, loans and receivables, available-for-sale financial assets or other financial liabilities. All financial instruments, including derivatives, are measured in the balance sheet at fair value except for loans and receivables, held to maturity investments and other financial liabilities which are measured at amortized cost using the effective interest method. Subsequent measurement and changes in fair value will depend on their initial classification, as follows: held-for-trading financial assets are measured at fair value and changes in fair value are recognized in the statement of operations in the period in which they arise; available-for-sale financial instruments are measured at fair value with changes in fair value recorded in other comprehensive income until the investment is de-recognized or becomes impaired at which time the amounts would be recorded in the statement of operations. The Company has made the following classifications:

Cash and cash equivalents	Held-for-trading
Short term investments	Held-for-trading
GST and sundry receivable	Loans and receivable
Due from a related party	Loans and receivable
Reclamation Bond	Loans and receivable
Accounts payable and accrued liabilities	Other financial liabilities

Transaction costs are expensed as incurred for financial instruments classified as held for trading and transaction costs, other than impairment losses, are included in other comprehensive income until the asset is removed from the balance sheet for financial instruments classified as available-for-sale. For other financial instruments, transaction costs are expensed on initial recognition. The Company accounts for regular purchases and sales of financial assets using trade date accounting.

- 14 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the Years ended May 31, 2010 and 2009

(Expressed in Canadian Dollars)

2.	Summary of Significant Accounting Policies (Continued)
	(o)	Capital Disclosures and Financial Instruments – Disclosures and Presentation
	��
		Capital Disclosures
		Handbook Section 1535 specifies the disclosure of (i) an entity’s objectives, policies and processes for managing capital; (ii) quantitative data about what the entity regards as capital; (iii) whether the entity has complied with any capital requirements; and (iv) if it has not complied, the consequences of such noncompliance. The Company has included disclosures recommended by the new Handbook section in Note 3 to these consolidated financial statements.
		Financial Instruments
		Handbook Sections 3862 and 3863 replace Handbook Section 3861, "Financial Instruments – Disclosure and Presentation", revising and enhancing its disclosure requirements, and carrying forward unchanged its presentation requirements. These new sections place increased emphasis on disclosures about the nature and extent of risks arising from financial instruments and how the entity manages those risks. The Company has included disclosures recommended by the new Handbook sections in Note 4 to these consolidated financial statements.
	(p)	Section 1400, "General Standard of Financial Statement Presentation"
		This section specifies requirements to assess an entity’s ability to continue as a going concern and disclose any material uncertainties that cast doubt on its ability to continue as a going concern. The Company's disclosure reflects such assessment.
	(q)	Credit Risk and the Fair Value of Financial Assets and Financial Liabilities
		In January 2009, the CICA approved EIC-173, "Credit Risk and the Fair Value of Financial Assets and Financial Liabilities", which applies to interim and annual financial statements for periods ending on or after January 20, 2009. The Company has evaluated the new section and determined that adoption of these new requirements has had no impact on the Company’s consolidated financial statements.

- 15 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the Years ended May 31, 2010 and 2009

(Expressed in Canadian Dollars)

2.	Summary of Significant Accounting Policies (Continued)
	(r)	Mining Exploration Costs
		On March 27, 2009, the CICA approved an abstract EIC-174, “Mining Exploration Costs”, which provides guidance on capitalization of exploration costs related to mining properties in particular, and on impairment of long-lived assets in general. The Company has applied this new abstract for the year ended May 31, 2009 and there was no significant impact on its consolidated financial statements as a result of applying this abstract.
	(s)	Goodwill and Intangible Assets
		In February 2008, the CICA approved Handbook Section 3064, “Goodwill and Intangible Assets” which replaced Handbook Sections 3062, “Goodwill and Other Intangible Assets” and 3450 “Research and Development Costs”. This standard is effective for interim and annual financial statements relating to fiscal years beginning on or after October 1, 2008. The standard provides guidance on the recognition, measurement and disclosure requirements for goodwill and intangible assets. The Company adopted this standard on June 1, 2009, with no impact on its consolidated financial statements.
	(t)	Fair Value Hierarchy and Liquidity Risk Disclosure
		In June 2009, the CICA issued an amendment to Handbook Section 3862 to provide improvements to fair value and liquidity risk disclosures. The amendment applies to the Company's fiscal year ending May 31, 2010. This adoption resulted in additional disclosure. See note 4 for relevant disclosure.
	(u)	Future Accounting Changes
		International Financial Reporting Standards [“IFRS”]
		In January 2006, the CICA’s Accounting Standards Board ("AcSB") formally adopted the strategy of replacing Canadian GAAP with IFRS for Canadian enterprises with public accountability. The current conversion timetable calls for financial reporting under IFRS for accounting periods commencing on or after January 1, 2011. On February 13, 2008 the AcSB confirmed that the use of IFRS will be required in 2011 for publicly accountable profit-oriented enterprises. For these entities, IFRS will be required for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The Company is currently assessing the impact of IFRS on its consolidated financial statements.
		Business Combinations, Consolidated Financial Statements and Non-Controlling Interests
		The CICA issued three new accounting standards in January 2009: Section 1582, "Business Combinations", Section 1601, "Consolidated Financial Statements" and Section 1602, "Non-Controlling interests". These new standards will be effective for fiscal years beginning on or after January 1, 2011. Section 1582 replaces section 1581 and establishes standards for the accounting for a business combination. It provides the Canadian equivalent to IFRS 3 - Business Combinations. Sections 1601 and 1602 together replace section 1600, "Consolidated Financial Statements". Section 1601, establishes standards for the preparation of consolidated financial statements. Section 1602 establishes standards for accounting for a non-controlling interest in a subsidiary in consolidated financial statements subsequent to a business combination. It is equivalent to the corresponding provisions of IFRS lAS 27 - Consolidated and Separate Financial Statements. The Company is in the process of evaluating the requirements of the new standards.

- 16 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the Years ended May 31, 2010 and 2009

(Expressed in Canadian Dollars)

3.	Capital Management
	The Company considers its capital structure to consist of share capital, warrants, contributed surplus and accumulated deficit. When managing capital, the Company’s objective is to ensure the entity continues as a going concern as well as to achieve optimal returns to shareholders and benefits for other stakeholders. Management adjusts the capital structure as necessary in order to support the acquisition, exploration and development of its mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management team to sustain the future development of the business.
	The properties in which the Company currently has an interest are in the exploration stage. As such the Company is dependent on external financing to fund its activities. In order to carry out the planned exploration program and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts when economic conditions permit it to do so. Management has chosen to mitigate the risk and uncertainty associated with raising additional capital within current economic conditions by:
	i)	minimizing discretionary disbursements;
	ii)	reducing or eliminating exploration expenditures which are of limited strategic value; and
	iii)	exploring alternate sources of liquidity.
	In light of the above, the Company will continue to assess new properties and seek to acquire an interest in additional properties if it believes there is sufficient potential and if it has adequate financial resources to do so.
	There were no changes in the Company's approach to capital management during the year ended May 31, 2010. The Company is not subject to externally imposed capital requirements.
4.	Risk Factors
	The Company’s significant mineral properties are the Red Lake Gold Camp, Ontario, Canada, and the Guilianta Property, Peru (collectively called the "Properties").
	Unless the Company acquires or develops additional significant properties, the Company will be solely dependent upon the Properties. If no additional mineral properties are acquired by the Company, any adverse development affecting the Properties would have a material adverse effect on the Company's financial condition and results of operations.
	The Company's risk exposures and their impact on the Company's financial instruments are summarized below:
	Fair Value

The following summarizes the methods and assumptions used in estimating the fair value of the Company's financial instruments where measurement is required. The fair value of short-term financial instruments approximates their carrying amounts due to the relatively short period to maturity. These include cash and cash equivalents and short-term investments. Fair value amounts represent point-in-time estimates and may not reflect fair value in the future. The measurements are subjective in nature, involve uncertainties and are a matter of significant judgment. The methods and assumptions used to develop fair value measurements, for those financial instruments where fair value is recognized in the balance sheet, have been prioritized into three levels as per the fair value hierarchy included in GAAP. Level one includes quoted prices (unadjusted) in active markets for identical assets or liabilities. Level two includes inputs that are observable other than quoted prices included in level one. Level three includes inputs that are not based on observable market data.

		Level One		Level Two		Level Three
Cash and cash equivalents	$	1,432,824	$	-	$	-
Short-term investments	$	25,037	$	-	$	-
Reclamation bond	$	13,699	$	-	$	-

- 17 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the Years ended May 31, 2010 and 2009

(Expressed in Canadian Dollars)

4.	Risk Factors (Continued)
	Credit Risk
	Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The Company's credit risk is primarily attributable to cash and cash equivalents, short term investments, GST and sundry receivable and due from a related party. Cash and cash equivalents and short term investments are held with a reputable Canadian chartered bank, from which management believes the risk of loss to be minimal.
	Financial instruments included in GST and sundry receivable and due from a related party consist of sales tax receivable from government authorities in Canada, deposits held with service providers and a loan provided to the President and CEO of the Company. GST and sundry receivable and due from a related party are in good standing as of May 31, 2010. Management believes that the credit risk concentration with respect to financial instruments included in GST and sundry receivable and due from a related party is minimal.
	Liquidity Risk
	The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at May 31, 2010, the Company had a cash and cash equivalents and short term investments balance of $1,457,861 (May 31, 2009 - $514,086) to settle current liabilities of $89,284 (May 31, 2009 - $72,467). All of the Company's financial liabilities have contractual maturities of less than 30 days and are subject to normal trade terms.
	Market Risk
	Market risk is the risk of loss that may arise from changes in interest rates, foreign exchange rates and commodity prices.
	(a)	Interest Rate Risk
		The Company has cash balances and no interest-bearing debt. The Company's current policy is to invest excess cash in investment-grade short-term deposit certificates issued by the Company's Canadian chartered bank. The Company periodically monitors the investments it makes and is satisfied with the creditworthiness of its bank.
	(b)	Foreign Currency Risk
		The Company's functional and reporting currency is the Canadian dollar and major purchases are transacted in Canadian dollars. As a result, the Company's exposure to foreign currency risk is minimal.
	(c)	Price Risk
		The Company is exposed to price risk with respect to commodity prices. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices, as they relate to gold to determine the appropriate course of action to be taken by the Company.

- 18 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the Years ended May 31, 2010 and 2009

(Expressed in Canadian Dollars)

4.	Risk Factors (Continued)
	Sensitivity Analysis
	The Company has, for accounting purposes, designated its cash and cash equivalents and short term investments as held for trading, which is measured at fair value. GST and sundry receivable and due from a related party are classified for accounting purposes as loans and receivables, which are measured at amortized cost which equals fair value. Accounts payable and accrued liabilities are classified for accounting purposes as other financial liabilities, which are measured at amortized cost and which also equal fair value.
	As of May 31, 2010, the carrying and fair value amounts of the Company's financial instruments are approximately equivalent.
	The sensitivity analysis shown in the notes below may differ materially from actual results.
	Based on management's knowledge and experience of the financial markets, the Company believes the following movements are "reasonably possible" over a twelve month period:
	(i)	Short term investments are subject to floating interest rates. As at May 31, 2010, if interest rates had decreased/increased by 1% with all other variables held constant, the loss for the twelve months ended May 31, 2010 would have been approximately $250 higher/lower, as a result of lower/higher interest income from short term investments. As at May 31, 2010, reported shareholders' equity would have been approximately $250 lower/higher as a result of lower/higher interest income from short term investments.
	(ii)	The Company does not hold significant balances in foreign currencies to give rise to exposure to foreign exchange risk.
	(iii)	Commodity price risk could adversely affect the Company. In particular, the Company’s future profitability and viability of development depends upon the world market price of gold. Gold has fluctuated widely in recent years. There is no assurance that, even as commercial quantities of gold may be produced in the future, a profitable market will exist for gold. A decline in the market price of gold may also require the Company to reduce its mining interests, which could have a material and adverse effect on the Company’s value. As of May 31, 2010, the Company was not a gold producer. As a result, commodity price risk may affect the completion of future equity transactions such as equity offerings and the exercise of stock options and warrants. This may also affect the Company's liquidity and its ability to meet its ongoing obligations.
5.	Short Term Investments
	As of May 31, 2010, the Company has $25,000 (2009 - $400,000; 2008 - $975,000) invested in cashable guaranteed investment certificates maturing at various dates to April 8, 2011, bearing interest at a variable rate. As at May 31, 2010, 2009 and 2008 the Company had accrued $37, $7,493 and $36,410 respectively as interest receivable on its short term investments.

- 19 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the Years ended May 31, 2010 and 2009

(Expressed in Canadian Dollars)

6.	Reclamation Bond
	The Company has posted reclamation bonds for its mining projects, as required by the United States Department of the Interior Bureau of Land Management, to secure clean-up costs, if any, on projects that are abandoned or closed.
7.	Mining Interests
	(a)	Pony Creek Carlin Trend Project, Nevada, USA
		On July 27, 2004, the Company entered into an option agreement with Mill City Gold Corp. (formerly Mill City International Corporation) ("Mill City") to earn a 60% interest in the Pony Creek/Elliot Dome Property (the “Pony Creek”) in the State of Nevada, USA. In order to earn this option the Company must do the following:
		(i)	After 10 business days of signing the agreement issue 400,000 common shares to Mill City, which were valued at $4,000 (issued);
		(ii)	Spend or cause to be spent $500,000 US on the properties by July 31, 2005 (completed);
		(iii)	Spend or cause to be spent $1,000,000 US on the properties by July 31, 2006 (completed);
		(iv)	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;
		(v)	Mill City will enter into a Professional Geological Services Contract with the Company specifically mandated to ensure all communications with the major are maximized. 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 for the various services outlined in the contract;
		(vi)	If the Company is able to complete sections (i), (ii), (iii) and (iv), Mill City can elect to convert its 40% interest to a 20% carried interest. If Mill City does not convert to a carried interest, it 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 and it will be reduced to 2% as the Company has the option to purchase another 1% for each property prior to the commencement of commercial production for $1,500,000 US each, for a total of $3,000,000 US;

- 20 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the Years ended May 31, 2010 and 2009

(Expressed in Canadian Dollars)

7.	Mining Interests (Continued)
	(a)	Pony Creek Carlin Trend Project, Nevada, USA (Continued)
		(vii)	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% for 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, the Company and Mill City have amended the option agreement of July 27, 2004. The Company and Mill City have agreed to revise the Agreement by removing the Company's obligation to enter into a Professional Geological Services Contract with Mill City and add that the Company will be responsible for all future underlying advance royalty payments. The terms of the Agreement, as amended, was contained in a standard form Option Agreement dated April 14, 2005 (the “Option Agreement”).
			On June 20, 2007, the Company announced that it has fulfilled the terms of its option agreement with Mill City relating to the Company’s right to earn an undivided 60% interest in Pony Creek.
			Under the terms of the option agreement with Mill City, dated April 14, 2005, the Company had a right to earn an undivided 60% interest in Pony Creek by spending US$3,500,000 over three years. The Company presented a detailed accounting of its US$3,500,000 exploration program completed to date, as well as plans for exploration moving forward.
			Mill City accepted in writing on June 20, 2007, the Company’s earn-in and further, Mill City has informed the Company that, as per the terms of the Option Agreement, it will exercise its option to dilute its 40% participating interest to a 20% carried interest, up to and including the date on which the Bankable Feasibility Study is completed by the Company. At that time Mill City shall convert its 20% carried interest to a 20% participating interest. The acceptance by Mill City of the terms of the Company’s earn in, immediately converts the Company’s 60% interest to an 80% interest in Pony Creek.
			The Company has recorded an asset retirement obligation on its Pony Creek Carlin Trend project, representing the estimated costs of the Company's obligation to restore the property site to its original condition as required by regulatory authorities. The Company has recorded an asset retirement obligation in the amount of $13,699, equal to the amount of reclamation bond posted by the Company with the United States, Department of Interior Bureau of Land Management.
			In fiscal 2009, the Company determined that the carrying value of its Pony Creek Carlin Trend project in Nevada, USA could not be supported, resulting in a write-off charge of $5,903,342.

- 21 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the Years ended May 31, 2010 and 2009

(Expressed in Canadian Dollars)

7.	Mining Interests (Continued)
	(b)	Red Lake Gold Camp, Ontario, Canada
		(i)	The Company owns a 100% interest in 8 mining claims 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.
		(ii)	On October 18, 2005, the Company signed a definitive Option Agreement with Fronteer Development Group Inc. (“Fronteer”) for Fronteer’s Dixie Lake Property (the “Dixie lake”) located in Ontario’s Red Lake Gold District on the following terms and conditions:
			(a)	The Company shall 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
			(b)	issuing 160,000 shares of the Company at $1.25 per share for a total value of $200,000, to a third party as a finder’s fee (issued).
			On October 17, 2007, the Company announced that it has fulfilled the terms of its option agreement with Fronteer relating to the Company’s right to earn an undivided 51% interest in Dixie lake.
			Under the terms of the option agreement with Fronteer, dated August 26, 2005, the Company had a right to earn an undivided 51% interest in Dixie lake by spending US$300,000 over three years, making $75,000 in cash payments and issuing 40,000 shares to the underlying vendor. The Company presented a detailed accounting of its US$1,711,000 exploration program completed to date, as well as plans for exploration moving forward.
			Fronteer accepted in writing, the Company’s earn-in and further, Fronteer has informed the Company that, as per the terms of the Option Agreement, it will exercise its option to dilute its 49% participating interest to a 36% participating interest in Dixie lake.
		(iii)	On February 8, 2007, the Company announced it had signed a formal option agreement with EMCO SA, (“EMCO”) relating to the acquisition of an option to acquire a 60 percent interest in the 10 unpatented and 2 patented claims in Sanshaw-Bonanza gold property on the following terms and conditions:
			(a)	the Company has an option to earn an undivided 60 percent interest in the Sanshaw-Bonanza property by incurring $250,000 in resource exploration and development expenditures on or before August 31, 2007; and
			(b)	issuing 115,000 of the Company's common shares (55,000 common shares were issued in February 2007 and valued at $22,000; 30,000 common shares were issued in April 2008 and valued at $10,800; 30,000 commons shares were issued in July 2008 and valued at $10,800) in tranches over an 18-month period and 200,000 warrants (issued) at an exercise price of $1.40 per share which will expire 36 months from the date of issuance.
				The fair value of the 200,000 common share purchase warrants issued for the 60 percent interest in the 10 claim Sanshaw-Bonanza gold property has been estimated to be $32,200 using the Black-Scholes option pricing model. In determining this value, the following assumptions were used: risk-free interest rate of 3.96%, dividend yield of 0%, expected stock volatility of 101% and an expected life of 36 months.

- 22 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the Years ended May 31, 2010 and 2009

(Expressed in Canadian Dollars)

7.	Mining Interests (Continued)
	(b) Red Lake Gold Camp, Ontario, Canada (Continued)

(iii) (b) (Continued)

Terms of the agreement provide for the dilution of EMCO’s interest in the property to 10% on the occurrence of certain events, which would then convert their interest to a 3% NSR. An underlying 1.5% NSR remains with the original property owner.

On June 18, 2007, the Company amended the option agreement with EMCO relating to the Sanshaw-Bonanza property. The Company has agreed to increase the expenditures required to be incurred on or before August 31, 2008 to $500,000 and to issue to EMCO 100,000 common shares in the capital of the Company as consideration for the amended agreement (issued and valued at $35,000).

On September 11, 2008, the Company reported that it has incurred the expenditures required to successfully fulfill the terms of its option agreement with EMCO to earn a 60% undivided interest in the Sanshaw-Bonanza property.

(iv)	On April 28, 2010, the Company to announced that, through a series of cash and share payments (the “Transaction”), it had:
	1.	acquired the remaining 40% interest in its Sanshaw-Bonanza property (the “Property”) in the Red LakeGold District of Ontario from EMCO Corporation S.A. ("EMCO");
	2.	acquired four additional claims which are contiguous to the Property from Perry English ("English"); and
	3.	reduced the existing NSR on the Property, so that the Company now holds a 100% interest in and to the Property, subject only to an NSR of just 0.375%.
	Grandview had previously completed expenditure requirements to earn a 60% interest in the Property as per an option agreement with EMCO dated February 7, 2007. To acquire the remaining 40% interest in the Property, the Company paid EMCO $25,000 CAD in cash and issued 50,000 common shares in its capital. Also, the Company expanded the Property parcel by acquiring two unpatented claims and two patented claims for aggregate consideration of $60,000 CAD in cash and the issuance of 500,000 common shares in its capital.
	Concurrently, the Company also purchased 75% of the outstanding 1.5% NSR on the Property for $25,000 CAD cash. Cumulative expenditures related to the Transaction totalled $110,000 CAD cash and 550,000 common shares of the Company.

- 23 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the Years ended May 31, 2010 and 2009

(Expressed in Canadian Dollars)

7.	Mining Interests (Continued)
	(c)	Rice Lake Gold Camp, Manitoba, Canada
		(i)	The Company currently holds 100% interest in 5 mining claims in close proximity to the Bissett Gold Mine (San Antonio Mine) located on the Rice Lake greenstone belt, in southeastern Manitoba.
		(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 representing 7 mining claims at the eastern end of Manitoba’s Rice Lake Greenstone Belt.
			The Company 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). The Company will be the operator of the property until such time as its option to earn the 50% interest is exercised.
			In December 2006, Marum and Grandview agreed to amend their option agreement dated September 30, 2005, whereby Grandview shall earn a 50% interest in the property by spending $250,000 in exploration work before September 30, 2007. Marum and Grandview have agreed to extend the earn-in period to December 31, 2007.
		(iii)	On February 23, 2007, the Company purchased, from McKeena Gold Inc. (“McKeena”), a 100% interest in the Angelina and the Banksian gold properties (Manitoba). The Angelina gold property consists of 4 unpatented mining claims and the Banksian gold property consists of 14 claims. In order to acquire these properties the Company must do the following:
			(a)	Issuance of 100,000 common share warrants (issued) at an exercise price of $0.70, initially expiring February 28, 2008, extended to February 28, 2009.
			(b)	Issuance of 250,000 common share warrants (issued) at an exercise price of $0.70, initially expiring February 28, 2008, extended to February 28, 2009.
			The fair value of the 350,000 common share purchase warrants issued for the Angelina and Banksian gold properties has been estimated to be $74,550 using the Black-Scholes option pricing model. In determining this value, the following assumptions were used: risk-free interest rate of 4.02%, dividend yield of 0%, expected stock volatility of 102% and an expected life of 12 months.
		(iv)	Grandview has a 100% interest in 16 unpatented mining claims in the Long Lake - Cat Lake area of southeastern Manitoba (the "GVG Property"). The Company staked these claims in 2005 and 2006.
			In fiscal 2009, the Company determined that the carrying value of its Rice Lake Gold Camp in Manitoba, Canada could not be supported, resulting in an impairment charge of $1,557,112.

- 24 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the Years ended May 31, 2010 and 2009

(Expressed in Canadian Dollars)

7.	Mining Interests (Continued)
	(d)	Rocky Ridge Gold Property, Manitoba, Canada
		On November 23, 2006, the Company signed a formal option agreement with Harvest Gold Corp ("Harvest Gold") relating to the acquisition of a 70 percent interest in the Rocky Ridge gold property in Manitoba on following terms and conditions:
		(i)	the Company had an option to earn an undivided 70 percent interest in the Rocky Ridge property by paying an amount of $85,000 and incurring $600,000 in resource exploration; and
		(ii)	issuing 225,000 shares of the Company, over a two-year period. On signing, the Company was required to make a payment of $20,000 (accrued) and issue 50,000 (valued at $34,500) shares (issued) to Harvest Gold (Note 9(b)). At the end of year one, the Company is required to incur $250,000 in exploration expenditures, make a payment of $30,000, and issue 75,000 shares to Harvest Gold. At the end of year two, the Company is required to make a further $350,000 in exploration expenditures, make a final $35,000 payment, and issue the outstanding 100,000 common shares.
			Harvest Gold has an option to buy-out up to two percent of a three percent underlying NSR assigned to the original property owner, at a cost of $250,000 per each one percent, for a potential total of $500,000. The one to two percent NSR buy-out would occur on a pro-rata basis, with the Company acquiring 70 percent and Harvest Gold acquiring 30 percent.
			A finders fee of 250,000 common share purchase warrants exercisable at $1.00 for a period of two years was issued in connection with the transaction. The value assigned to these warrants was $78,000 using the Black- Scholes option pricing model with the following assumptions: expected dividend yield - 0%; expected volatility - 101%; risk-free interest rate - 3.85% and an expected life of 2 years.
			During 2008, the Company decided not to pursue the exploration of this project and to write off all accumulated deferred exploration costs.
	(e)	Guilianita Project, Peru
		On July 2, 2009, a binding Memorandum of Understanding (the “Memorandum”) was signed with a private Peruvian Group which grants a two-stage option (the "Option") to acquire up to a 100% interest in a property located in the Suyo District, Ayabaca Province, Piura Department, Peru (the “Guilianita”). The Option provides the Company with a right to earn an 80% interest in Guilianita by (i) making a US$20,000 cash payment on signing of the Memorandum;
		(ii)	incurring CAD $1.4 million in exploration and development expenditures; and (iii) issuing a total of two million common shares of the Company over a three year period. (issued - 200,000 common shares)
			The Option also allows the Company to acquire the remaining 20% subject to it making an additional payment of US$300,000 (CAD$313,050) and issuing a further 250,000 common shares of the Company prior to the third anniversary of the date of the Memorandum.

-25 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the Years ended May 31, 2010 and 2009

(Expressed in Canadian Dollars)

8.	Share Capital
	(a)	Authorized
	Unlimited number of common shares
	Unlimited number of preference shares. The preference shares are without par value, redeemable, voting, nonparticipating, and are convertible into common shares at the rate of one common share for five preference shares (none currently issued and outstanding).
	(b)	Issued

	Number
	of
	shares		Amount
Balance, March 26, 2004 and 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

- 26 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the Years ended May 31, 2010 and 2009

(Expressed in Canadian Dollars)

8.	Share Capital (Continued)
	(b) Issued (Continued)

	Number
	of
	shares		Amount
Balance, May 31, 2005	11,851,494	$	4,781,750
Private placement	2,019,104		2,523,880
Debt conversion	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	19,086,892	$	9,543,301
Private placement	2,399,998		1,559,999
Warrant valuation	-		(284,400	)
Mineral property acquisition	50,000		34,500
Mineral property acquisition	55,000		22,000
Private placement	3,250,000		1,462,500
Warrant valuation	-		(339,625	)
Cost of issue – cash laid out	-		(249,300	)
Cost of issue – finder options valuation	-		(165,800	)
Flow-through cost of issue	-		(563,472	)
Balance, May 31, 2007	24,841,890	$	11,019,703
Private placement (i) (ii) (iii)	11,169,000		4,950,150
Warrant valuation (i) (ii)	-		(940,212	)
Mineral property acquisition (Note 7(b)(iii))	130,000		45,800
Exercise of warrants (Note 9(i))	147,875		66,544
Exercise of warrants valuation	-		36,673
Cost of issue – cash laid out	-		(488,720	)
Cost of issue – broker warrants valuation (Note 8(b)(i)(ii) and Note 9(i))	-		(227,417	)
Flow-through cost of issue (iv)	-		(260,255	)
Balance, May 31, 2008	36,288,765	$	14,202,266

- 27 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the Years ended May 31, 2010 and 2009

(Expressed in Canadian Dollars)

8.	Share Capital (Continued)
	(b) Issued (Continued)

	Number
	of
	shares		Amount
Balance, May 31, 2008	36,288,765	$	14,202,266
Mineral property acquisition (Note 7(b)(iii))	30,000		10,800
Private Placement (v)	8,333,333		416,666
Cost of issue – cash	-		(47,833	)
Cost of issue – broker warrants valuation	-		(30,666	)
Flow-through cost of issue (v)	-		(120,833	)
Balance, May 31, 2009	44,652,098		14,430,400
Mineral property acquisition (Note 7(b)(iv) and 7(e))	750,000		67,000
Debt conversion (vii)	360,937		28,875
Exercise of warrants – cash	333,333		16,667
Exercise of warrants – valuation	-		15,333
Private placement (vi)	26,666,665		2,000,000
Cost of issue – cash	-		(36,392	)
Cost of issue – broker warrant valuation (vi)	-		(1,440,000	)
Balance, May 31, 2010	72,763,033	$	15,081,883

(i)	On July 6, 2007, the Company closed a brokered private placement with Bolder Investment Partners, Ltd. (the "Agent") . The brokered placement resulted in the issuance by the Company of a total of 8,589,000 units in the capital of the Company (the “Units”) at a purchase price of $0.40 per Unit for gross proceeds of $3,435,600. Each Unit consists of one common share of the Company and one-half of one common share purchase warrant ("Warrant"). Each whole Warrant is exercisable to acquire one further common share of the Company at a price of $0.65 for a period of 24 months from closing.
	The fair value of the 4,294,500 common share purchase warrants has been estimated to be $704,298 using the Black- Scholes option pricing model. In determining this value, the following assumptions were used: risk-free interest rate of 4.72%, dividend yield of 0%, expected stock volatility of 97% and an expected life of 24 months.
	In connection with the brokered placement, the Company paid a cash fee to the Agent of 8% of the gross proceeds raised for total of $274,848 and also issued broker warrants to acquire 8% of the total number of Units issued at a price of $0.40 per Unit for a period of 24 months from closing. In addition, the Company also paid a cash work fee of $7,500 for certain services of the Agent.
	The fair value of the 687,120 broker warrants has been estimated to be $145,670 using the Black-Scholes option pricing model. In determining this value, the following assumptions were used: risk-free interest rate of 4.72%, dividend yield of 0%, expected stock volatility of 97% and an expected life of 24 months.
	The Company also closed a non-brokered placement on the same terms as the brokered placement for an additional 125,000 Units and further proceeds of $50,000.
	Other costs associated to the private placements amounted to $103,497.

- 28 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the Years ended May 31, 2010 and 2009

(Expressed in Canadian Dollars)

8.	Share Capital (Continued)
	(b)	Issued (Continued)
	(i)	(Continued)
		The fair value of the 62,500 common share purchase warrants has been estimated to be $10,250 using the Black- Scholes option pricing model. In determining this value, the following assumptions were used: risk-free interest rate of 4.72%, dividend yield of 0%, expected stock volatility of 97% and an expected life of 24 months.
	(ii)	On December 21, 2007, the Company closed a brokered private placement (the "Brokered Placement") with Bolder Investment Partners, Ltd. (the "Agent"). The Brokered Placement resulted in the issuance of 1,312,000 units in the capital of the Company (the "Units) at a purchase price of $0.55 per Unit for gross proceeds of $721,600 and 605,000 flow-through shares at a purchase price of $0.65 per share for gross proceeds of $393,250. Each Unit consists of one common share of the Company and one-half of one common share purchase warrant ("Warrant"). Each whole Warrant is exercisable to acquire one further common share of the Company at a price of $0.70 for a period of 24 months from closing.
		The fair value of the 656,000 common share purchase warrants has been estimated to be $225,664 using the Black- Scholes option pricing model. In determining this value, the following assumptions were used: risk-free interest rate of 3.85%, dividend yield of 0%, expected stock volatility of 133.41% and an expected life of 24 months.
		In connection with the Brokered Placement, Grandview paid a cash fee to the Agent of 8% of the gross proceeds raised for a total of $89,188 and also issued broker warrants to acquire 8% of the total number of Units issued under the Brokered Placement at a price of $0.60 per Unit for a period of 24 months from closing.
		The fair value of the 153,360 broker warrants has been estimated to be $55,056 using the Black-Scholes option pricing model. In determining this value, the following assumptions were used: risk-free interest rate of 3.85%, dividend yield of 0%, expected stock volatility of 133.41% and an expected life of 24 months.
		Other costs associated to the private placements amounted to $12,466.
	(iii)	On December 28, 2007, the Company closed a non-brokered private placement (the "Non-Brokered Placement"). The Non-Brokered Placement resulted in the issuance by the Company of a total of 538,000 flow-through shares (the “Flow-Through Shares”) at a purchase price of $0.65 per Flow-Through Share for gross proceeds of $349,700 under the Non-Brokered Placement.

(iv) During the period from January 1, 2007 to December 31, 2007, the Company issued an aggregate of 1,143,000 flow- through common shares for total proceeds of $742,950. Exploration expenditures of $742,950 were renounced effective December 31, 2007. The renunciation created a future income tax recovery of approximately $260,255, which was allocated as a cost of issuing the flow-through shares.

- 29 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the Years ended May 31, 2010 and 2009

(Expressed in Canadian Dollars)

8.	Share Capital (Continued)
	(b)	Issued (Continued)
	(v)	On December 5, 2008, the Company closed a brokered private placement (the “Offering”) with Sandfire Securities Inc. The Offering resulted in the issuance of 8,333,333 flow-through common shares (the “Common Shares”) to the MineralFields Group at a purchase price of $0.05 per share for gross proceeds of $416,666. The securities issued pursuant to Offering were subject to a four (4) month statutory hold commencing from the date of issuance.
		In connection with the Offering, Grandview paid a cash fee of 8% of the gross proceeds raised ($33,333) under the Offering and also issued broker warrants to acquire 666,666 Common Shares at a price of $0.05 per Common Share for a period of 24 months after closing. The fair value of each warrant was calculated using the Black-Scholes option pricing model with the following assumptions: dividend yield of 0%; expected volatility of 156.7%; risk-free interest rate of 1.52% and an expected average life of 2 years. The value assigned was $30,666.
		Pursuant to the terms of the flow-through share agreements, the tax attributes of the related expenditures are renounced to subscribers. As a result, the Company is required to recognize a foregone tax benefit of $120,833 at the time of renouncement.

(vi)	December 3, 2009, the Company announced that it has closed the private placement purchase agreement ("Purchase Agreement") with Centerpoint Resources Inc. ("Centerpoint"), a corporation incorporated under the laws of the Province of British Columbia, and 10 other investors resulting in aggregate proceeds to the Company treasury of $2,000,000 to fund exploration and development of the Giulianita project in Peru and to maintain Canadian operations.
	The Purchase Agreement represents an investment by Centerpoint in Grandview comprised of a private placement financing consisting of 20 million units ("Unit") at a price of $0.075 per Unit for aggregate proceeds to Grandview of $1,500,000. Each Unit consists of one common share and one common share purchase warrant ("Warrant") with each whole Warrant entitling the holder to acquire one further common share at a price of $0.12, expiring 24 months from the date of issue. In addition, Grandview completed a concurrent non-brokered financing resulting in the issuance of an additional 6,666,665 Units for aggregate proceeds of $500,000, some of which Units were acquired by directors and officers of Grandview.
	The fair value of the 26,666,665 common share purchase warrants has been estimated to be $1,440,000 using the Black-Scholes option pricing model. In determining this value, the following assumptions were used: risk-free interest rate of 1.12%, dividend yield of 0%, expected stock volatility of 169.78% and an expected life of 24 months.
(vii)	On January 7, 2010, the Company issued 360,937 common shares at a price of $0.08 to settle a debt of $28,875 in respect of services rendered by a consultant to the Company.

- 30 -

Grandview Gold Inc.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the Years ended May 31, 2010 and 2009
(Expressed in Canadian Dollars)
9.                 Warrants
	Number of			Weighted Average
	Warrants			Exercise Price
Balance, May 31, 2004 and March 26, 2004	-		$	-
Issued	602,500			1.44
Expired	-			-
Balance, May 31, 2005	602,500		$	1.44
Issued	3,435,238			1.63
Expired	(602,500	)		(1.44	)
Balance, May 31, 2006	3,435,238		$	1.63
Issued	4,189,999			0.91
Expired	(1,043,654	)		1.60
Balance, May 31, 2007	6,581,583		$	1.18
Issued (Note 8(b)(i)(ii))	5,853,480			0.62
Issued (i)	73,937			0.65
Exercised (i)	(147,875	)		0.45
Balance, May 31, 2008	12,361,125		$	0.92
Expired	(6,307,645	)		(1.18	)
Issued (Note 8(b)(vi))	666,666			0.05
Balance, May 31, 2009	6,720,146		$	0.59
Expired	(6,053,480	)		(0.60	)
Issued (Note 8(b)(vi))	26,666,665			0.12
Exercised	(333,333	)		(0.05	)
Balance, May 31, 2010	26,999,998		$	0.12

(i) 147,875 warrants at a price of $0.45 expiring March 16, 2009 were exercised. These warrants had a step-up feature resulting in the creation of 73,937 new warrants with an exercise price of $0.65 expiring on March 16, 2009. The fair value of the 73,937 warrants has been estimated to be $26,691 using the Black-Scholes option pricing model. In determining this value, the following assumptions were used: risk-free interest rate of 4.16%, dividend yield of 0%, expected stock volatility of 138.81% and an expected life of 1.5 years.

The following are the warrants outstanding at May 31, 2010:

Number of		Fair	Exercise	Expiry
Warrants		Value	Price	Date
333,333		15,333	0.05	December 4, 2010
26,666,665		1,440,000	0.12	December 3, 2011
26,999,998	$	1,455,333

- 31 -

Grandview Gold Inc.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the Years ended May 31, 2010 and 2009
(Expressed in Canadian Dollars)
9.             Warrants (Continued)
The following are the warrants outstanding at May 31, 2009:
	Number of		Fair		Exercise
	Warrants		Value		Price ($)	Expiry
	4,357,000	$	714,548	$	0.65	July 6, 2009
	687,120		145,670		0.40	July 6, 2009
	656,000		225,664		0.70	December 21, 2009
	153,360		55,056		0.60	December 21, 2009
	200,000		32,200		1.40	February 8, 2010
	666,666		30,666		0.05	December 4, 2010
	6,720,146	$	1,203,804
The following are the warrants outstanding at May 31, 2008
	Number of		Fair		Exercise
	Warrants		Value		Price ($)	Expiry
	250,000		78,000		1.00	November 29, 2008
	1,199,999		284,400		1.40	December 22, 2008
	240,000		85,200		0.65	December 22, 2008
	350,000	$	74,550		0.70	February 28, 2009
	1,698,937		366,316		0.65	March 16, 2009
	177,125		43,927		0.45	March 16, 2009
	1,992,987		1,335,301		1.75	March 27, 2009
	398,597		301,738		1.10	March 27, 2009
	4,357,000		714,548		0.65	July 6, 2009
	687,120		145,670		0.40	July 6, 2009
	656,000		225,664		0.70	December 21, 2009
	153,360		55,056		0.60	December 21, 2009
	200,000		32,200		1.40	February 8, 2010
	12,361,125	$	3,742,570

- 32 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the Years ended May 31, 2010 and 2009

(Expressed in Canadian Dollars)

10. 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 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 normal vesting term is 1/4 immediately and 1/4 after 3, 6 and 9 month period from the date of grant.

The following is continuity of stock options for the period from March 26, 2004 to May 31, 2010.

	Number			Weighted Average
	of			Exercise
	Stock Options			Price
Balance, May 31, 2004 and March 26, 2004	-		$	-
Granted	1,225,000			1.01
Forfeited	(100,000	)		1.00
Balance, May 31, 2005	1,125,000		$	1.06
Granted	1,100,000			1.55
Balance, May 31, 2006	2,225,000		$	1.28
Granted	1,250,000			1.06
Expired	(375,000	)		1.00
Forfeited	(250,000	)		1.19
Balance, May 31, 2007	2,850,000		$	1.22
Granted (i)(ii)	2,700,000			0.63
Expired	(850,000	)		1.13
Forfeited	(125,000	)		1.38
Balance, May 31, 2008	4,575,000		$	0.89
Forfeited	(175,000	)		0.68
Balance, May 31, 2009	4,400,000		$	0.90
Granted (iii)(iv)	4,250,000			0.15
Expired	(1,375,000	)		0.75
Forfeited	(1,400,000	)		0.93
Balance, May 31, 2010	5,875,000		$	0.38

- 33 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the Years ended May 31, 2010 and 2009

(Expressed in Canadian Dollars)

10.	Stock Options (Continued)
	(i)	On September 28, 2007, the Company granted an aggregate of 2,000,000 options to directors, officers, geologists and consultants of the Company at an exercise price of $0.68 for a period of five years. All the options granted vest immediately. The estimated fair market value under the Black-Scholes option pricing model was $1,274,000. In determining this value, the following assumptions were used: risk-free interest rate of 4.20%, dividend yield of 0%, expected stock volatility of 161.6% and an expected life of 5 years. The fair value was allocated as follows: directors and management share-based payments - $1,162,525, consulting fees capitalized to mining interests - $111,475.
	(ii)	On April 15, 2008, the Company granted an aggregate of 700,000 options to a consultant of the Company at an exercise price of $0.50 for a period of two years. All the options granted vest immediately. The estimated fair market value under the Black-Scholes option pricing model was $159,600, which was expensed during the year. In determining this value, the following assumptions were used: risk-free interest rate of 2.65%, dividend yield of 0%, expected stock volatility of 146.3% and an expected life of 2 years.
	(iii)	On June 23, 2009, the Company granted an aggregate of 3,350,000 options to directors, officers, geologists and consultants of the Company at an exercise price of $0.15 for a period of five years. All the options granted vest immediately. The estimated fair market value under the Black-Scholes option pricing model was $368,500. In determining this value, the following assumptions were used: risk-free interest rate of 2.55%, dividend yield of 0%, expected stock volatility of 155% and an expected life of 5 years.
	(iv)	On December 9, 2009, the Company granted an aggregate of 900,000 options to directors of the Company at an exercise price of $0.15 for a period of five years. All the options granted vest immediately. The estimated fair market value under the Black-Scholes option pricing model was $80,991. In determining this value, the following assumptions were used: risk-free interest rate of 2.47%, dividend yield of 0%, expected stock volatility of 153% and an expected life of 5 years.
	The following are the stock options outstanding and exercisable at May 31, 2010:

	Options outstanding				Options exercisable
		Weighted
		average remaining		Weighted			Weighted
	Number	contractual		average	Number		average
Expiry Date	of Options	life		exercise price	of options		exercise price
April 3, 2011	250,000	0.84 years	$	1.80	250,000	$	1.80
September 27, 2012	1,825,000	2.33		0.68	1,825,000		0.68
June 23, 2014	2,900,000	4.07		0.15	2,900,000		0.15
December 9, 2014	900,000	4.53	$	0.15	900,000	$	0.15
	5,875,000	3.46years	$	0.38	5,875,000	$	0.38

- 34 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the Years ended May 31, 2010 and 2009

(Expressed in Canadian Dollars)

10. Stock Options (Continued)

The stock options have been expensed as follows:

					Expensed		Expensed		Remainder		Cumulative
	Number of		Expensed at		at		at		to be		share-based
	stock options		May 31, 2008		May 31, 2009		May 31, 2010		expensed		payment
(1)	675,000	$	-	$	-	$	-	$	-	$	800,100
(1)	75,000		-		-		-		-		62,850
(1)	150,000		-		-		-		-		97,050
(1)	200,000		-		-		-		-		137,100
(1)	150,000		-		-		-		-		117,150
(1)	600,000		-		-		-		-		723,000
(2)	500,000		-		-		-		-		255,500
(2)	150,000		-		-		-		-		60,750
(2)	500,000		-		-		-		-		365,000
(2)	100,000		-		-		-		-		89,500
(3)	2,000,000		1,162,525		-		-		-		1,162,525
(3)	700,000		159,600		-		-		-		159,600
(4)	3,350,000		-		-		368,500				368,500
(4)	900,000		-		-		80,991				80,991
	10,050,000	$	1,322,125	$	-	$	449,491	$	-	$	4,479,616

(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)	The values assigned were estimated using the Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%; expected volatility - 92.11% to 131.00%; risk-free interest rates - 3.95% to 4.26% and an expected average life of 1 to 5 years.
(3)	The values assigned were estimated using the Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%; expected volatility - 146.3% to 161.6%; risk-free interest rates - 2.65% to 4.20% and an expected average life of 2 to 5 years.
(4)	The values assigned were estimated using the Black-Scholes option pricing model with the following assumptions: expected dividend yield - 0%; expected volatility - 153% to 155%; risk-free interest rates - 2.47% to 2.55% and an expected average life of 5 years.

- 35 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the Years ended May 31, 2010 and 2009

(Expressed in Canadian Dollars)

10. Stock Options (Continued)

The following are the stock options outstanding and exercisable at May 31, 2009:
	Options outstanding				Options exercisable
		Weighted
		average remaining		Weighted			Weighted
	Number	contractual		average	Number		average
Expiry Date	of Options	life		exercise price	of options		exercise price
October 1, 2009	600,000	0.34 years	$	1.00	600,000	$	1.00
December 20, 2009	75,000	0.56		1.10	75,000		1.10
April 15, 2010	700,000	0.87		0.50	700,000		0.50
January 6, 2011	150,000	1.60		1.25	150,000		1.25
April 3, 2011	550,000	1.84		1.80	550,000		1.80
October 31, 2011	500,000	2.42		1.00	500,000		1.00
September 27, 2012	1,825,000	3.33		0.68	1,825,000		0.68
	4,400,000	2.13years		0.90	4,400,000	$	0.90
The following are the stock options outstanding and exercisable at May 31, 2008:
	Options outstanding				Options exercisable
		Weighted
		average remaining		Weighted			Weighted
	Number	contractual		average	Number		average
Expiry Date	of Options	life		exercise price	of options		exercise price
October 1, 2009	600,000	1.33 years	$	1.10	600,000	$	1.10
December 20, 2009	75,000	1.55		1.00	75,000		1.00
April 15, 2010	700,000	1.87		0.50	700,000		0.50
January 6, 2011	150,000	2.60		1.80	150,000		1.80
April 3, 2011	550,000	2.84		1.00	550,000		1.00
October 31, 2011	500,000	3.42		1.00	500,000		1.00
September 27, 2012	2,000,000	4.33		0.45	2,000,000		0.45
	4,575,000	3.18years	$	0.89	4,575,000	$	0.89

- 36 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the Years ended May 31, 2010 and 2009

(Expressed in Canadian Dollars)

11. Basic and Diluted Loss Per Share

Basic loss per share is computed by dividing the loss 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.

		2010			2009			2008
Numerator for basic loss per share	$	(880,403	)	$	(7,887,918	)	$	(3,005,834	)
Numerator for diluted loss per share	$	(880,403	)	$	(7,887,918	)	$	(3,005,834	)
Denominator:
Weighted average number of common shares - basic		58,224,647			40,379,322			33,985,825
Weighted average number of common shares - diluted		58,224,647			40,379,322			33,985,825
Basic and diluted loss per share	$	(0.02	)	$	(0.20	)	$	(0.09	)

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 stock options has not been included as the effect would be anti-dilutive.

- 37 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the Years ended May 31, 2010 and 2009

(Expressed in Canadian Dollars)

12. 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 future tax assets are as follows:

		2010			2009			2008
Future tax assets
Exploration expenditures	$	1,588,778		$	1,842,983		$	199,715
Marketable securities		40,663			47,169			47,169
Capital losses		-			24,273			48,299
Non-capital losses		1,383,953			1,612,960			1,620,056
Share issue costs		75,790			175,303			266,499
Total future tax assets		3,089,184			3,702,688			2,181,738
Valuation allowance for future tax assets		(3,089,184	)		(3,702,688	)		(2,181,738	)
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:

		2010		2009			2008
Current income tax recovery	$	-	$	-		$	-
Future income tax recovery		-		(120,833	)		(260,255	)
Total income tax recovery	$	-	$	(120,833	)	$	(260,255	)

- 38 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the Years ended May 31, 2010 and 2009

(Expressed in Canadian Dollars)

12. Income Taxes

The Company’s actual income tax expense for each of the years ended is made up as follows:
		2010			2009			2008
Loss before income taxes	$	(880,403	)		(8,008,751	)		(3,266,089	)
Income tax recovery at combined Federal and Provincial rates of 32.58%, 33.29% and 35.03%		(286,835	)		(2,666,113	)		(1,144,111	)
Non-deductible stock-based compensation		146,444			-			-
Non-deductible expenses		56			146			2,818
Non-deductible write-down of mineral properties		-			2,483,585			185,090
Expiry of warrants		286,143			330,573			-
Share-based payments		-			-			463,140
Cost of issue		(110,030	)		(120,610	)		(123,563	)
Potential income tax recovery not recognized		-			-			616,626
Utilization of losses not previously recognized		(35,778	)		(27,581	)		-
Resource properties – expenditures renounced		-			(120,833	)		(260,255	)
Income tax recovery	$	-		$	(120,833	)	$	(260,255	)
At May 31, 2010, the Company has non-capital losses of approximately $5,535,000. No benefit from these amounts has been recorded in the consolidated financial statements.
The non capital losses will expire as follows:
2015							$	724,000
2026								1,366,000
2027								1,685,000
2028								1,760,000
							$	5,535,000

13. Segmented Information

The Company's operations comprise a single reporting operating segment engaged in mineral exploration (2009 - same and 2008 - same). As the operations comprise a single reporting segment, amounts disclosed in the consolidated financial statements for loss for the periods presented also represent segment amounts.

The Company operates in three geographic segments for the year ended May 31, 2010, and two segments for years ended May 31, 2009 and 2008. The Company's assets by geographic location are:

- 39 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the Years ended May 31, 2010 and 2009

(Expressed in Canadian Dollars)

		2010		2009		2008
Canada	$	5,372,915	$	3,999,201	$	5,993,796
United States of America		-		-		5,679,340

Peru		287,708		-		-
Total assets	$	5,660,623	$	3,999,201	$	11,673,136

- 40 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the Years ended May 31, 2010 and 2009

(Expressed in Canadian Dollars)

14.	Related Party Transactions Not Disclosed Elsewhere
	i)	For year ended May 31, 2010, $10,000 (2009 - $35,000, 2008 - $66,000) was paid to the former interim CEO and current chairman of the Company for consulting services.
	ii)	For year ended May 31, 2010, $150,000 (2009 - $150,010, 2008 - $150,000) was paid to the President and CEO of the Company for consulting services. Included in this amount was $90,250 (2009 - $62,250, 2008 - $150,000) capitalized to mining interests. Also, $nil (2009 - $14,000, 2008 - $24,000) in car and office allowances and $nil (2009 - $607, 2008 - $1,765) were paid.
	iii)	For year ended May 31, 2010, $39,000 (2009 - $51,794, 2008 - $76,974) in consulting fees was also paid or accrued to the Chief Financial Officer or a company controlled by the Chief Financial Officer. Included in accounts payable as at May 31, 2010 is $6,000 in relation to consulting services rendered.
	iv)	The Company provided a loan of $90,000 to the President and CEO of the Company. The loan was unsecured, bears no interest and is due on October 31, 2009. The loan was paid down through the application of various bonuses issued to the President and CEO.
	These transactions were in the normal course of operations and were measured at the exchange value which is represented by the amount of consideration established and agreed to by the related parties.
15.	Differences between Canadian GAAP and US GAAP
	The Company's consolidated financial statements have been prepared in accordance with Canadian GAAP. These principles, as they pertain to the Company's consolidated financial statements differ from US GAAP as follows:
	Under Canadian GAAP, the Company accounted for its stock compensation plan as described in Note 2(j) in the fiscal 2010 consolidated financial statements under which CICA Handbook Section 3870 requires that compensation for option awards to employees and consultants be recognized in the consolidated 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 "Accounting for Stock-Based Compensation - Transition and Disclosure" 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," (codified within Accounting Standards Codification ("ASC") 718) which mandates the recording of compensation expense based on the fair value of such options.
	For the years ended ended May 31, 2010, 2009 and 2008, 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, 2010, 2009, and 2008. Had the Company adopted (FASB) Statement 148 for fiscal 2004, there would be no affect 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(e) of the annual consolidated financial statements for May 31, 2010, while under US GAAP, exploration costs (except for property purchase costs) cannot be capitalized and are expensed as incurred. Mineral property rights relating to the properties are capitalized and they are tested for impairment.

- 41 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the Years ended May 31, 2010 and 2009

(Expressed in Canadian Dollars)

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

Prior to June 1, 2007, under Canadian GAAP marketable securities and long-term investments were 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 changes to the market 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). Effective June 1, 2007, the Company's accounting for financial instruments, equity and comprehensive income under US GAAP is substantially equivalent to the accounting under Canadian GAAP.

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 12 of the annual consolidated financial statements for May 31, 2010). US GAAP requires the recognition of a deferred tax liability in the difference between the fair value of common shares and the amount received upon issuance of flow-through shares. The deferred income tax liability is relieved at the time the expenditures are renounced. No flow-through shares were issued during the current fiscal year.

Under Canadian GAAP, the Company does not impute interest on loans to related parties, while under US GAAP, imputed interest is required to be recorded for the purpose of preparing consolidated financial statements.

- 42 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the Years ended May 31, 2010 and 2009

(Expressed in Canadian Dollars)

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

Had the Company's consolidated balance sheets as at May 31, 2010 and May 31, 2009 been prepared using US GAAP, such consolidated balance sheets would be presented as follows:

		May 31, 2010			May 31, 2009
Assets
Current assets
Cash	$	1,432,824		$	106,593
Short term investments		25,037			407,493
GST and sundry receivable		29,179			5,707
Prepaid expenses		12,876			12,283
Due from a related party		-			12,803
		1,500,456			544,879
Reclamation bond		13,699			14,332
Mineral property rights		712,101			512,906
	$	2,226,256		$	1,072,117
Liabilities
Current liabilities
Accounts payable	$	7,835		$	9,017
Accrued liabilities		81,449			63,450
		89,284			72,467
Assets retirement obligation		13,699			14,332
		102,983			86,799
Shareholders' Equity
Share capital
Authorized - unlimited common shares
Issued
Common shares		16,757,873			16,106,390
Additional paid in capital		4,390,914			3,217,776
Warrants		1,455,333			1,203,804
Cumulative adjustments to marketable securities		(325,305	)		(325,305	)
Deferred share-based payments		4,591,091			4,141,600
Deficit accumulated before change to an exploration
stage company		(3,133,943	)		(3,133,943	)
Deficit accumulated during the exploration stage		(21,612,690	)		(20,225,004	)
		2,123,273			985,318
	$	2,226,256		$	1,072,117

- 43 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the Years ended May 31, 2010 and 2009

(Expressed in Canadian Dollars)

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 of mineral properties as its primary business focus. The Company's statements of operations and comprehensive loss under US GAAP are as follows:

Statements of Operations and Comprehensive Loss

											Cumulative
											from date
					Year ended May 31,						of inception
		2010			2009			2008			("March 26, 2004"	)
Expenses
General exploration	$	512,783		$	534,317		$	3,299,979		$	9,804,129
Management services		548,241			267,497			1,401,414			5,774,602
Investor relations, business development and reporting issuer maintenance costs		115,352			88,716			832,962			2,062,413
Write-off of bad debts		-			-			-			1,235
Professional fees		142,354			167,672			322,033			1,365,998
Office and administration		69,107			21,579			196,503			738,245
Flow-through interest expense		-			2,747			44,688			188,801
Gain on forgiveness of debt		-			-			-			(35,667	)
Failed merger costs		-			-			-			170,000
Loss before the under noted		(1,387,837	)		(1,082,528	)		(6,097,579	)		(20,069,756	)
Interest income		151			10,306			72,183			104,322
Write-off mineral property rights		-			(1,514,756	)		(132,500	)		(1,647,256	)
Net loss for the period		(1,387,686	)		(2,586,978	)		(6,157,896	)		(21,612,690	)
Comprehensive (loss) items:
Write-down of marketable securities		-			-			-			(25,000	)
Comprehensive loss for the period	$	(1,387,686	)	$	(2,586,978	)	$	(6,157,896	)	$	(21,637,690	)
Loss per common share
Basic	$	(0.02	)	$	(0.06	)	$	(0.18	)
Diluted	$	(0.02	)	$	(0.06	)	$	(0.18	)
Comprehensive loss percommon share
Basic	$	(0.02	)	$	(0.06	)	$	(0.29	)
Diluted	$	(0.02	)	$	(0.06	)	$	(0.29	)

- 44 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the Years ended May 31, 2010 and 2009

(Expressed in Canadian Dollars)

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

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 are disclosed below:

			Amount
			Under
Common Shares	Shares		US GAAP
Common shares before change to an exploration stage company and
as of March 26, 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 conversion	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
Private placement	2,399,998		1,559,999
Warrant valuation	-		(284,400	)
Mineral property acquisition	50,000		34,500
Mineral property acquisition	55,000		22,000
Private placement	3,250,000		1,462,500
Warrant valuation	-		(339,625	)
Cost of issue – cash laid out	-		(249,300	)
Cost of issue – finder options valuation	-		(165,800	)
Balance, May 31, 2007	24,841,890	$	12,314,605

- 45 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the Years ended May 31, 2010 and 2009

(Expressed in Canadian Dollars)

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

			Amount Under
Common Shares (continued	Shares		US GAAP
Balance, May 31, 2007	24,841,890	$	12,314,605
Private placements	11,169,000		4,950,150
Warrants valuation	-		(940,212	)
Mineral property acquisition	130,000		45,800
Exercise of warrants	147,875		66,544
Exercise of warrants valuation	-		36,673
Cost of issue – cash laid out	-		(488,720	)
Cost of issue – broker warrants valuation	-		(227,417	)
Balance, May 31, 2008	36,288,765	$	15,757,423
Mineral property acquisition	30,000		10,800
Private placement	8,333,333		416,666
Cost of issue – cash	-		(47,833	)
Cost of issue – broker warrants valuation	-		(30,666	)
Balance, May 31, 2009	44,652,098	$	16,106,390
Private placement	26,666,665		2,000,000
Cost of issue – cash	-		(36,392	)
Mineral property acquisition	750,000		67,000
Debt conversion	360,937		28,875
Exercise of warrants – valuation	-		15,333
Exercise of warrants – cash	333,333		16,667
Cost of issue – broker warrants valuation	-		(1,440,000	)
Balance, May 31, 2010	72,763,033	$	16,757,873

Other changes in shareholders’ equity are presented as follows:

Additional Paid in Capital
Balance from inception and as of May 31, 2004 and 2005	$	25,000
Expired warrants		173,388
Balance, May 31, 2006	$	198,388
Expired warrants		449,956
Balance, May 31, 2007 and May 31, 2008	$	648,344
Expired warrants		2,569,432
Balance, May 31, 2009		3,217,776
Expired warrants		1,173,138
Balance, May 31, 2010	$	4,390,914

- 46 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the Years ended May 31, 2010 and 2009

(Expressed in Canadian Dollars)

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

Warrants
Balance from March 26, 2004 to 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
Issued		974,575
Expired		(449,956	)
Balance, May 31, 2007	$	2,611,614
Issued		1,167,629
Expired		(36,673	)
Balance, May 31, 2008	$	3,742,570
Issued		(2,569,432	)
Expired		30,666
Balance, May 31, 2009	$	1,203,804
Issued		1,440,000
Expired		(1,173,138	)
Exercised		(15,333	)
Balance, May 31, 2010	$	1,455,333
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, 2004, 2005 and 2006		(315,539	)
Comprehensive loss items		(9,766	)
Balance, May 31, 2007		(325,305	)
Comprehensive loss items		-
Balance, May 31, 2008, 2009 and 2010	$	(325,305	)

- 47 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the Years ended May 31, 2010 and 2009

(Expressed in Canadian Dollars)

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

Deferred share-based payments
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		1,358,687
Balance, May 31, 2007	$	2,708,000
Vesting of stock options		1,433,600
Balance, May 31, 2008 and May 31, 2009	$	4,141,600
Vesting of stock options		449,491
Balance, May 31, 2010	$	4,591,091

- 48 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the Years ended May 31, 2010 and 2009

(Expressed in Canadian Dollars)

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

Deficit accumulated during the exploration 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	)
Balance, May 31, 2006	$	(5,427,407	)
Net Loss		(6,052,723	)
Balance, May 31, 2007	$	(11,480,130	)
Net Loss		(6,157,896	)
Balance, May 31, 2008	$	(17,638,026	)
Net Loss		(2,586,978	)
Balance, May 31, 2009	$	(20,225,004	)
Net Loss		(1,387,686	)
Balance, May 31, 2010	$	(21,612,690	)

- 49 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the Years ended May 31, 2010 and 2009

(Expressed in Canadian Dollars)

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

The Company's statements of cash flows under US GAAP are as follows:
Statements of Cash Flows
											Cumulative
											from date
					Year ended May 31,						of inception
		2010			2009			2008			("March 26, 2004"	)
Cash flows from operatingactivities
Net loss for the period	$	(1,387,686	)	$	(2,586,978	)	$	(6,157,896	)	$	(21,612,690	)
Items not involving cash:
Forgiveness of debt		28,875			-			-			(6,792	)
Write-off of bad debts		-			-			-			1,235
Share-based payments		449,491			-			1,322,125			4,479,616
Accrued interest income		(537	)		(10,296	)		(48,706	)		(59,539	)
Write-off of mineral property rights		-			1,514,756			132,500			1,647,256
Change in non-cash operating working activities:
GST and sundry receivable		(23,512	)		34,957			181,267			(34,399	)
Prepaid expenses		(593	)		137,883			8,526			(7,206	)
Due from a related party		12,803			92,296			-			15,099
Accounts payable		(1,182	)		(64,509	)		(222,129	)		78,854
Accrued liabilities		17,999			18,450			(76,119	)		17,161
Cash flows used in operatingactivities		(904,342	)		(863,441	)		(4,860,432	)		(15,481,405	)
Cash flows from financing activities
Repayment of loans from related parties		-			-			-			(28,594	)
Share/warrant issuance		2,016,667			416,666			5,016,694			20,068,877
Cost of issue		(36,392	)		(47,833	)		(488,720	)		(1,812,701	)
Proceeds from loan		-			-			-			175,000
Repayment of loan		-			-			-			(75,000	)
Cash flows provided by financingactivities		1,980,275			368,833			4,527,974			18,327,582
Cash flows from investing activities
Purchase of reclamation bond		-			-			(13,090	)		(13,090	)
Redemption (purchase) of short term investments		382,493			611,410			(975,000	)		18,903
Exploration advances		-			-			312,491			-
Purchase of mineral property rights		(132,195	)		(95,065	)		(206,364	)		(1,419,167	)
Cash flow provided by (used in)investing activities		250,298			516,345			(881,963	)		(1,413,354	)
Change in cash during the period		1,326,231			21,737			(1,214,421	)		1,432,823
Cash, beginning of period		106,593			84,856			1,299,277			1
Cash, end of period	$	1,432,824		$	106,593		$	84,856		$	1,432,824

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Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the Years ended May 31, 2010 and 2009

(Expressed in Canadian Dollars)

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

Statements of Cash Flows (continued)
								Cumulative
								from date
				Year ended May 31,				of inception
		2010		2009		2008		("March 26, 2004"	)
Supplemental schedule of non-cashtransactions
Share issuance included in mining interest	$	67,000	$	10,800	$	45,800	$	630,875
Warrant issuance included in mining interest	$	-	$	-	$	-	$	184,750
Share-based payments including mining interest	$	-	$	-	$	111,475	$	111,475
Interest paid	$	-	$	-	$	23,477	$	45,159

US GAAP Accounting Pronouncements Adopted in Prior Years

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, 2007; the implementation did not have any effect on the Company's consolidated financial statements as the Company does not yet have significant assets which the Company is obligated to retire.

In March 2005, the FASB ratified a consensus reached by the EITF on the issue No. 04-6 entitled "Accounting for Stripping Costs Incurred during Production in the Mining Industry". This Consensus affects the accounting for costs of removing overburden and waste materials during the production phase of a mine. The consensus requires that stripping costs are to be accounted for as variable production costs and charged to operations during the period that the stripping costs are incurred. This consensus is required to be adopted in the fiscal year ending May 31, 2007. This consensus has no effect on the consolidated financial statements since the Company is not yet in the production phase.

In May 2005, the FASB issued Statement 154, "Accounting Changes and Error Corrections", effective for accounting changes and error corrections made in the fiscal years beginning after December 15, 2005, has been introduced and requires, unless impracticable, retroactive application as the required method for reporting changes in accounting principles in the absence of transitional provisions specific to the newly adopted accounting principle. The adoption of this accounting principle had no effect on the consolidated financial statements.

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 adoption of this standard did not have any material effect on the Company's consolidated financial statements.

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Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the Years endedMay 31, 2010 and 2009

(Expressed in Canadian Dollars)

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

US GAAP Accounting Pronouncements Adopted in Prior Years (Continued)

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS No. 157"), which provides a consistent definition of fair value that focuses on exit price and prioritizes, within a measurement of fair value, the use of market-based inputs over entity-specific inputs. SFAS No. 157 requires expanded disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The provisions of SFAS No. 157 were applied prospectively. The Company adopted the provisions of SFAS No. 157 on April 1, 2008. The adoption of this standard did not have any effect on the Company's overall financial condition and results of operations.

SFAS No. 157 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under SFAS No. 157 are described below:

Level 1	- Unadjusted quoted prices in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities.
Level 2	- Inputs that are observable, either directly or indirectly, but do not qualify as Level 1 inputs (i.e., quoted prices for similar assets or liabilities).
Level 3	- Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

As at May 31, 2010, the Company had short term investments totalling $25,037 which are classified as held for trading and measured as level 1 of the fair value hierarchy.

In February 2007, the FASB issued Statement 159 "Fair Value Option for Financial Assets and Financial Liabilities". Statement 159 became effective for financial statements issued for fiscal years beginning on or after November 15, 2007, and interim periods within those fiscal years. This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This expands the use of fair value measurement for accounting for financial instruments. The adoption of this standard has not had any material effect on the Company's consolidated financial statements.

In May 2008, the FASB issued FASB Statement No. 162, "The Hierarchy of Generally Accepted Accounting Principles". (Superseded by SFAS 168) This Statement identifies the sources of accounting principles and the framework for selecting the principles to be used when preparing financial statements of non-governmental entities that are presented in conformity with generally accepted accounting principles in the United States. This Statement was effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, "The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles". The adoption of this statement did not have any material impact on the financial and results of operation of the Company.

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Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the Years ended May 31, 2010 and 2009

(Expressed in Canadian Dollars)

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

US GAAP Accounting Pronouncements Adopted in the Current Year

In May 2009, the FASB issued SFAS No. 165, "Subsequent Events" (ASC Subtopic 855-10) which establishes principles and requirements for subsequent events. This Statement sets forth (a) the period after the balance sheet date during which management of a reporting entity shall evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (b) the circumstances under which an entity shall recognize events or transactions occurring after the balance sheet date in its financial statements and (c) the disclosures that an entity shall make about events or transactions that occurred after the balance sheet date. This Statement shall be applied to the accounting for and disclosure of subsequent events not addressed in other applicable generally accepted accounting principles. This Statement is effective for interim or annual financial periods ending after June 15, 2009, and has been applied prospectively. The adoption of this standard has not had any material effect on the Company's consolidated financial statements.

In June 2008, the FASB issued EITF Issue No. 07-5, “Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock” (“EITF 07-05”). EITF 07-05 provides guidance on determining whether an equity-linked financial instrument, or embedded feature, is indexed to an entity’s own stock. EITF 07-05 concludes, among other matters, that warrants and options issued by an entity with an exercise price that is different from the entity’s functional currency cannot be classified as equity. EITF 07-05 is effective for financial statements issued for fiscal years beginning after December 15, 2008. The adoption of EITF 07-05 did not have any material impact on the financial position and results of operations of the Company.

In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations" (codified in ASC 805), which retained the underlying concepts of SFAS No. 141 in that all business combinations are still required to be accounted for at fair value under the acquisition method of accounting. However, SFAS No. 141(R) changed the method of applying the acquisition method in a number of significant aspects.

SFAS No. 141(R) requires that: (1) for all business combinations, the acquirer records all assets and liabilities of the acquired business, including goodwill, generally at their fair values; (2) certain contingent assets and liabilities acquired be recognized at their fair values on the acquisition date; (3) contingent consideration be recognized at its fair value on the acquisition date and, for certain arrangements, changes in fair value will be recognized in earnings until settled; (4) acquisition-related transaction and restructuring costs be expensed rather than treated as part of the cost of the acquisition and included in the amount recorded for assets acquired; (5) in step acquisitions, previous equity interests in an acquiree held prior to obtained control be remeasured to their acquisition-date fair values, with any gain or loss recognized in earnings; and (6) when making adjustments to finalize initial accounting, companies revise any previously issued post-acquisition financial information in future financial statements to reflect any adjustments as if they had been recorded on the acquisition date.

SFAS No. 141(R) is effective on a prospective basis for all business combinations for which the acquisition date is on or after the beginning of the first annual period subsequent to December 15, 2008, with the exception of the accounting for valuation allowances on deferred taxes and acquired tax contingencies. SFAS No. 141(R) amends SFAS No. 109 such that adjustments made to valuation allowances on deferred taxes and acquired tax contingencies associated with acquisitions that closed prior to the effective date of this statement should also apply the provisions of SFAS No. 141(R). This standard will be applied to all future business combinations for US GAAP purposes.

- 53 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the Years ended May 31, 2010 and 2009

(Expressed in Canadian Dollars)

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

US GAAP Accounting Pronouncements Adopted in the Current Year (Continued)

In April 2009, FASB amended accounting standards for Fair Value Measurements and Disclosures. The amended standard, ASC 820, addresses issues related to the determination of fair value when the volume and level of activity for an asset or liability has significantly decreased, and identifying transactions that are not orderly. The revisions affirm the objective that fair value is the price that would be received to sell an asset in an orderly transaction (that is not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions, even if the market is inactive. The amendment provides additional guidance for estimating fair value when the volume and level of activity for the asset or liability have decreased significantly. It also provides guidance on identifying circumstances that indicate a transaction is not orderly. If determined that a quoted price is distressed (not orderly), and thereby not representative of fair value, the entity may need to make adjustments to the quoted price or utilize an alternative valuation technique (e.g., income approach or multiple valuation techniques) to determine fair value. Additionally, an entity must incorporate appropriate risk premium adjustments, reflective of an orderly transaction under current market conditions due to uncertainty in cash flows. The revised guidance requires disclosures in interim and annual periods regarding the inputs and valuation techniques used to measure fair value and a discussion of changes in valuation techniques and related inputs, if any, during the period. The changes are effective for interim and annual reporting periods ending after June 15, 2009, and are to be applied prospectively. The adoption of this new standard had no impact on the Company’s financial statements.

In April 2009, FASB revised accounting standards for Financial Instruments. The revised standard, ASC 825, requires fair value disclosures in the notes of an entity’s interim financial statements for all financial instruments, whether or not recognized in the statement of financial position. This revision became effective for the interim reporting periods ending after June 15, 2009. The adoption of this new standard had no impact on the Company’s financial statements.

In June 2009 FASB issued Statement No. 168, The FASB Accounting Standards Codification (the "codification") and the Hierarchy of Generally Accepted Accounting Principles", ("SFAS No. 168") "-- a replacement of FASB Statement No. 162. SFAS No. 168 is the new source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. This statement was incorporated into ASC 105, Generally Accepted Accounting Principles under the new FASB codification which became effective on July 1, 2009. The new Codification supersedes all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. ASC 105, culminated a multi-year project to replace the previous GAAP hierarchy and established Accounting Standard Codification. The Codification is not expected to change US GAAP, but combines all authoritative standards into a comprehensive, topically organized online database. Following this guidance, the FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates ("ASU") to update the Codification. After the launch of the Codification on July 1, 2009, only one level of authoritative US GAAP for non-governmental entities exists, other than guidance issued by the SEC. This statement is effective for interim and annual reporting periods ending after September 15, 2009. The adoption of this new standard only had the effect of amending references to authoritative accounting guidance in the Company’s financial statements.

- 54 -

Grandview Gold Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

For the Years ended May 31, 2010 and 2009

(Expressed in Canadian Dollars)

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

US GAAP Accounting Pronouncements Adopted in the Current Year (Continued)

In June 2009, the ASC guidance for consolidation accounting was updated to require an entity to perform a qualitative analysis to determine whether the enterprise’s variable interest gives it a controlling financial interest in a variable interest entity ("VIE"). This analysis identifies a primary beneficiary of a VIE as the entity that has both of the following characteristics: i) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and ii) the obligation to absorb losses or receive benefits from the entity that could potentially be significant to the VIE. The updated guidance also requires ongoing reassessments of the primary beneficiary of a VIE. The provisions of the updated guidance are effective for the Company’s fiscal year beginning June 1, 2010. The Company does not expect the adoption of this guidance to have an impact on the Company’s financial position, results of operations or cash flows.

In August 2009, FASB issued ASU No. 2009-05 Measuring Liabilities at Fair Value. This update amends ASC 820, Fair Value Measurements and Disclosure, in regard to the fair value measurement of liabilities. FASB ASC 820 clarifies that in circumstances in which a quoted price for an identical liability in an active market is not available, a reporting entity shall utilize one or more of the following techniques: (i) the quoted price of the identical liability when traded as an asset, (ii) the quoted price for a similar liability or for a similar liability when traded as an asset, or (iii) another valuation technique that is consistent with the principles of ASC 820. In all instances a reporting entity shall utilize the approach that maximizes the use of relevant observable inputs and minimizes the use of unobservable inputs. Also, when measuring the fair value of a liability, a reporting entity shall not include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability. The adoption of this new standard had no impact on the Company’s financial statements.

Recent Accounting Guidance Not Yet Adopted

In January 2010, the FASB issued ASU 2010-06, Improving Disclosures about Fair Value Measurements, which is included in the ASC Topic 820 (Fair Value Measurements and Disclosures). ASU 2010-06 requires new disclosures on the amount and reason for transfers in and out of Level 1 and 2 fair value measurements. ASU 2010-06 also requires disclosures of activities, including purchases, sales, issuances, and a settlement within Level 3 fair value measurements and clarifies existing disclosure requirements on levels of disaggregation and disclosures about inputs and valuation techniques. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009 except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The Company is currently assessing the impact of adoption of ASU 2010-06 and does not expect that it will have a material impact on the Company's financial statements.

In February 2010, the FASB issued ASU 2010-09, "Subsequent Events (Topic 855) Amendments to Certain Recognition and Disclosure Requirements". The amendment eliminates the requirement for SEC filers to disclose the date through which subsequent events have been evaluated. This standard had no impact on the Company's consolidated financial statements. There are several new accounting pronouncements issued by FASB which are not yet effective. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe any of these accounting pronouncements has had or will have a material impact on the Company's financial position or operating results.

- 55 -