OMB NUMBER 3235-0288



UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 20-F



(Mark One)



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



OR



XANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year endedNovember 30, 2004





OR



ANNUAL TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from ___________________ to ____________________



Commission file number0-13391





SAMEX MINING CORP.

(Exact name of Registrant as specified in its charter)

British Columbia, Canada

(Jurisdiction of incorporation or organization)



#301  32920 Ventura Avenue, Abbotsford, British Columbia, Canada V2S 6J3

(Address of principal executive offices)



Securities registered or to be registered pursuant to Section 12(b) of the Act:



|Title of each Class |  | Name of each exchange on which registered
|------------------- |  | -----------------------------------------
|                    |  |                                          



Securities registered or to be registered pursuant to Section 12(g) of the Act:



Common Shares, without par value

(Title of Class)



Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:



Not Applicable

(Title of Class)



Indicate the number of outstanding shares of each of the Registrants classes of capital of common stock as of November 30, 2004:  65,272,415 Common Shares



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.



Yes  X

No



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



Item 17 X

Item 18 _____



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SAMEX MINING CORP.

FORM 20-F



TABLE OF CONTENTS



Page



Item 1. Identity of Directors, Senior Management and Advisers

7

Item 2. Offer Statistics and Expected Timetable

7

Item 3. Key Information

7

Item 4. Information on the Company

20

Item 5. Operating and Financial Review and Prospects

43

Item 6. Directors, Senior Management and Employees

53

item 7. Major Shareholders and related party transactions

58

item 8. Financial Information

62

Item 9. The Offer and Listing.

62

Item 10. Additional Information.

63

Item 11. Quantitative and Qualitative Disclosures About Market Risk.

79

item 12. Description of Securities Other Than Equity Securities.

79

Item 13. Defaults, Dividend Arrearages and Delinquencies.

79

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds.

79

Item 15.  Controls And Procedures

79

Item 16A. Audit Committee Financial Expert

80

Item 16B. Code of Ethics

80

Item 16C. Principal Accountant Fees and Services

80

Item 16D. Exemptions From The Listing Standards For Audit Committees

81

Item 16E. Purchase Of Equity Securities By The Issuer And Affiliated Purchases

81

Item 17. Financial Statements.

81

Item 18. Financial Statements.

96

Item 19. Exhibits.

96



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SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

Except for statements of historical fact, certain information contained herein constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Forward looking statements are usually identified by our use of certain terminology, including will, believes, may, expects, should, seeks, anticipates or intends or by discussions of strategy or intentions.  Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results or achievements to be materially different from any future results or achievements expressed or implied by such forward-looking statements.  Such factors include, among others, our history of operating losses and uncertainty of future profitability; our lack of working capital and uncertainty regarding our ability to continue as a going concern; uncertainty of access to additional capital; risks inherent in mineral exploration; restrictions on foreign ownership; uncertainties relating to carrying on business in foreign countries; environmental liability claims and insurance; dependence on joint venture partners as well as those factors discussed in the section entitled Risk Factors, Information On The Company and Operating And Financial Review And Prospects.



If one or more of these risks or uncertainties materializes, or if underlying assumptions prove incorrect, our actual results may vary materially from those expected, estimated or projected.  Forward looking statements in this document are not a prediction of future events or circumstances, and those future events or circumstances may not occur.  Given these uncertainties, users of the information included herein, including investors and prospective investors are cautioned not to place undue reliance on such forward-looking statements.  We do not assume responsibility for the accuracy and completeness of these statements.



The United States Securities and Exchange Commission permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce.  Information contained in this annual report related to mineralization may be strictly prohibited in SEC filings for U.S. registered companies under the SEC guidelines.  The Company is an exploration stage company and its properties have no known body of ore.  U.S. investors are cautioned not to assume that the Company has any mineralization that is economically or legally mineable.



All references in this Report on Form 20-F to the terms
"we", "our", "us", "the Company" and
"SAMEX" refer to SAMEX Mining Corp. and its subsidiaries.

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CURRENCY AND EXCHANGE RATES

U.S. Dollars Per Canadian Dollar



The following table sets out the exchange rates for one Canadian dollar (Cdn$) expressed in terms of one United States dollar (US$) in effect at the end of the following periods, and the average exchange rates (based on the average of the exchange rates on the last day of each month in such periods) and the range of high and low exchange rates for such periods.



|                       |       | U.S. Dollars Per Canadian Dollar
|---------------------- | ----- | --------------------------------
|                       |       | Fiscal Year Ended November 30   
|                       | 2004  | 2003                            
|End of period          | .8402 | .7709                           
|Average for the period | .7658 | .7065                           
|High for the period    | .8493 | .7709                           
|Low for the period     | .7159 | .7489                           



|                    | For the month of
|------------------- | ----------------
|                    | December 2004   
|High for the period | .8435           
|Low for the period  | .8064           



Exchange rates are based upon the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York.  The noon rate of exchange on April 29, 2005 as reported by the United States Federal Reserve Bank of New York for the conversion of Canadian dollars into United States dollars was US$0.7957 (US$1.00 = Cdn$1.2568).  Unless otherwise indicated, in this Annual Report on Form 20-F (the Annual Report or Form 20-F), all references herein are to Canadian Dollars.



Chilean Pesos Per US Dollar



The following tables set out the average exchange rate for one United States Dollar (US$) expressed in terms of Chilean Pesos for the following periods.



Yearly Average of Chilean Pesos Per U.S. Dollar



|Calendar Year | Average For Year    
|------------- | --------------------
|2000          | 1 US$ = 539.49 pesos
|2001          | 1 US$ = 634.94 pesos
|2002          | 1 US$ = 688.94 pesos
|2003          | 1 US$ = 691.40 pesos
|2004          | 1 US$ = 609.53 pesos



Monthly Average of Chilean Pesos Per U.S. Dollar for Year 2004



|Month | Jan    | Feb    | Mar    | Apr    | May    | Jun    | Jul    | Aug    | Sep    | Oct    | Nov    | Dec   
|----- | ------ | ------ | ------ | ------ | ------ | ------ | ------ | ------ | ------ | ------ | ------ | ------
|Pesos | 573.64 | 584.31 | 603.91 | 608.19 | 635.76 | 643.50 | 632.39 | 635.93 | 616.55 | 607.28 | 596.72 | 576.17



Monthly Average of Chilean Pesos Per U.S. Dollar for Year 2005



|Month | Jan    | Feb    | Mar    | Apr   
|----- | ------ | ------ | ------ | ------
|Pesos | 574.12 | 573.58 | 586.48 | 580.46







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CONVERSION TABLE

In this Annual Report a combination of Imperial and metric measures are used.  Conversions from Imperial measure to metric and from metric to Imperial are provided below:



|Imperial Measure          = | Metric Unit  | Metric Measure       = | Imperial Unit     
|--------------------------- | ------------ | ---------------------- | ------------------
|2.47 acres                  | 1 hectare    | 0.4047 hectares        | 1 acre            
|3.28 feet                   | 1 meter      | 0.3048 meters          | 1 foot            
|0.62 miles                  | 1 kilometer  | 1.609 kilometers       | 1 mile            
|0.032 ounces (troy)         | 1 gram       | 31.1 grams             | 1 ounce (troy)    
|1.102 tons (short)          | 1 tonne      | 0.907 tonnes           | 1 ton             
|0.029 ounces (troy)/ton     | 1 gram/tonne | 34.28 grams/tonne      | 1 ounce (troy/ton)

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PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not Applicable

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable

ITEM 3. KEY INFORMATION

We were incorporated as Silver Duke Mining Ltd. (N.P.L.) on December 15, 1967 under the Company Actof British Columbia (the Company Act).  We changed our name to Totem Resources Ltd. (N.P.L.) on February 3, 1976 and subsequently to Paragon Resources Ltd. (N.P.L.) on June 9, 1978.  On May 13, 1981, we became a limited company instead of a specially limited company and our name became Paragon Resources Ltd.  We changed our name to SAMEX Mining Corp. on September 11, 1995.  On March 29, 2004, the Company Act was repealed and was replaced by the Business Corporations Act (British Columbia) (the Business Corporations Act).  Because of this change, we are required to undertake certain transitionary steps in order to comply with the Business Corporations Act which we are in the process of completing, subject to receipt of necessary regulatory approval.  (see Item 4 Information on the Company - History and Development of the Company).



SAMEX Mining Corp. is a junior resource company engaged in the acquisition and exploration of mineral properties in South America.  We currently own or have interests in mineral exploration properties in southwestern Bolivia and in central Chile.  The Company focuses its exploration activities on the search for precious metal deposits.



The Company holds an interest in six mineral exploration properties in Bolivia; El Desierto, Eskapa, Santa Isabel, Walter, Wara Wara, and Yaretani; and the Los Zorros district gold, copper, silver prospects in Chile (see Item 4 Information on the Company - Description of Properties for individual property details).  We are an exploration stage company and have no mineral producing properties at this time.  All of our properties are exploration projects, and we receive no revenues from production.  All work presently planned by us is directed at defining mineralization and increasing our understanding of the characteristics and economics of that mineralization.  There is no assurance that a commercially viable ore deposit exists in any of our properties until further exploration work and a comprehensive evaluation based upon unit cost, grade, recoveries and other factors conclude economic feasibility.  The information contained herein respecting our mineral properties is based upon information prepared by, or the preparation of which was supervised by geologist, Robert Kell, a Director and the Vice President-Exploration of SAMEX Mining Corp. and Company geologist, Philip Southam, P. Geo.   Mr. Kell and Mr. Southam are qualified persons pursuant to Canadian Securities National Instrument 43-101 concerning Standards Of Disclosure For Mineral Projects.



SAMEX is a reporting issuer in British Columbia and Alberta and trades in Canada on the TSX Venture Exchange under the symbol SXG.   The Company is also quoted in the United States on the NASD OTC Bulletin Board under the symbol SMXMF.



Selected Financial Data.

This data is derived from our audited consolidated financial statements, which were prepared in accordance with accounting principles generally accepted in Canada (Canadian GAAP) as opposed to accounting principles generally accepted in the United States (U.S. GAAP).  The following selected financial data has been extracted from the more detailed consolidated financial statements included herein (stated in Canadian Dollars, being the foreign currency our financial statements are denominated in, see Currency and Exchange Rates) and is qualified in its entirety by, and should be read in conjunction with, the consolidated financial statements and notes thereto included elsewhere herein.The following information should be read in conjunction with Item 5.  Operating and Financial Review and Prospects.

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|                                                             | Fiscal Year Ended
|------------------------------------------------------------ | -----------------
|                                                             | November
30, 2004
|Income Statement Data                                        |                  
|Net Loss From Operations                                     | (1,803,635)      
|Gain On Sale of Equipment                                    | 1,052            
|Mineral Interests and Deferred Exploration Costs Written Off | (31,296)         
|Net Loss for the year (1)                                    |                  
|Canadian GAAP                                                | (1,833,879)      
|US GAAP                                                      | (3,899,243)      
|Net Loss per share (1)                                       |                  
|Canadian GAAP                                                | (0.03)           
|US GAAP                                                      | (0.06)           



(1)See Note 10 to attached Consolidated Financial Statements to November 30, 2004.





|                        | Fiscal Year Ended
|----------------------- | -----------------
|                        | November
30, 2004
|Balance Sheet Data      |                  
|Current Assets          | 2,264,303        
|Current Liabilities     | 90,467           
|Working Capital         | 2,173,836        
|Notes Payable           | -                
|Total Assets            | 6,181,545        
|Long Term Obligations   | -                
|Shareholders Equity (1) |                  
|Canadian GAAP           | 6,091,078        
|US GAAP                 | 2,286,427        
|Number of Shares        | 65,272,415       



(1)

See Note 10 to attached Consolidated Financial Statements to November 30, 2004.

(2)

Current portion of Notes Payable ($290,786) was included in Current Liabilities of $365,755



There are several material differences between Canadian GAAP and U.S. GAAP as is applicable to the financial information disclosed or summarized herein.  Reference is made to Note 10 in the attached financial statements for an explanation of all material differences between Canadian GAAP and U.S. GAAP.



See Currency and Exchange Rates for disclosure of exchange rates between Canadian dollars and United States dollars.  Unless indicated otherwise, all references to dollars in this annual report are to Canadian dollars.



Capitalization and indebtedness.

Not Applicable



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Reasons for the offer and use of proceeds.

Not Applicable



Risk Factors.

In addition to other information in this Report, the following risk factors should be carefully considered in evaluating our business because such factors currently may have a significant impact on our business, operating results and financial condition.  As a result of the risk factors set forth below and elsewhere in this Report, and the risks discussed in our other Securities and Exchange Commission filings, actual results could differ materially from those projected in any forward  looking statements.  See Special Note Regarding Forward Looking Statements.



We have a history of losses.

We have historically incurred losses and have no revenue from operations.  We incurred losses from operations of $1,803,635, $1,013,414, and $570,612 for the fiscal years ended November 30, 2004, 2003 and 2002, respectively.   As of November 30, 2004, we had a cumulative net loss from operations of $9,765,579 and a cumulative deficit of $17,147,256.  There can be no assurance that either the Company or any of our subsidiaries will achieve profitability in the future or at all.



We have not identified any commercially viable mineral deposits.  We have not commenced development or commercial production on any of our properties.  We have no history of earnings or cash flow from operations.  We do not have a line of credit and our only present source of funds available may be through the sale of our equity shares or assets.  Even if the results of exploration are encouraging, we may not have the ability to raise sufficient funds to conduct further explorations to determine whether a commercially mineable deposit exists on any of our properties.  While additional working capital may be generated through the issuance of equity or debt, the sale of properties or possible joint venturing of the properties, we cannot assure you that any such funds will be available for operations on acceptable terms, if at all.



In addition, should we be unable to continue as a going concern, realization of assets and settlement of liabilities in other than the normal course of business may be at amounts significantly different from those contained in our financial statements.



Our success depends on our ability to raise additional capital.

As of November 30, 2004, we had working capital of $2,173,836 (November 30, 2003: $3,545,178).  While we believe our working capital is sufficient to fund our ongoing operations through our 2005 fiscal year ending November 30, 2005, we do not currently have any cash flow from operations and cannot currently satisfy anticipated operational requirements and cash commitments after that time.  In relation to our proposed exploration programs, management will work to secure $2 million+ in equity financings to fund continued exploration on the Los Zorros property, Eskapa property and possibly other SAMEX prospects.   Failure to obtain additional financing on a timely basis could cause us to forfeit all or a portion of our interests in the assets or rights now held by us and our ability to continue as a going concern.   As described in Note 2 to our consolidated financial statements, our consolidated financial statements have been prepared on the assumption that we will continue as a going concern, meaning that we will continue in operation for the foreseeable future, and will be able to realize assets and discharge our liabilities in the ordinary course of operations.  There can be no assurance that we will be able to continue as a going concern.



We currently have no external sources of liquidity, and all additional funding required for our activities for the foreseeable future will be obtained from the sale of our securities.  Should we elect to satisfy our cash commitments through the issuance of securities, by way of either private placement or public offering, there can be no assurance that our efforts to raise such funding will be successful, or achieved on terms favorable to us or our shareholders.  Such financings, to the extent they are available may result in substantial dilution to our existing shareholders.



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The business of mineral exploration is highly competitive and there is no assurance we can compete with other competitors for financing, qualified personnel and other resources related to the operation of our business.

Significant competition exists for the limited number of property acquisition opportunities available in Bolivia, Chile, and elsewhere.  As a result of this competition, some of which is with large established mining companies with substantial capabilities and greater financial and technical resources than our Company, we may be unable to acquire attractive mining properties on terms we consider acceptable.  Competition in the precious metals mining industry is primarily for mineral rich properties which can be developed and exploited economically; the technical expertise to find, develop, and produce such properties; the labor to operate the properties; and the capital for the purpose of funding such properties.  Many competitors not only explore for and mine precious metals and minerals but conduct refining and marketing operations on a worldwide basis.  Such competition may result in our being unable to acquire desired properties, to recruit or retain qualified employees or to acquire the capital necessary to fund our operations and develop our properties.  Our inability to compete with other mining companies for these resources may have a material adverse effect on our results of operation and business.  There can be no assurance that our exploration and acquisition programs will yield any reserves or result in any commercial mining operation.



Our operations are subject to the inherent risk associated with mineral exploration activities.

Mineral exploration activities and, if warranted, development activities generally involve a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to overcome.  Environmental hazards, industrial accidents, unusual or unexpected geological formations, fires, power outages, labor disruptions, flooding, explosions, cave-ins, land slides and the inability to obtain suitable or adequate machinery, equipment or labor are other risks involved in the operation of mines and the conduct of exploration programs.  Operations and activities in which we have a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of precious and base metals, any of which could result in work stoppages, damage to or destruction of mines, if any, and other producing facilities, damage to life and property, environmental damage and possible legal liability for any or all damage.  We plan to obtain insurance, in amounts that we consider to be adequate, to protect ourselves against certain of these mining risks once we commence mining operations.  However, we may become subject to liability for certain hazards which we cannot insure against or which we may elect not to insure against because of premium costs or other reasons.  The payment of such liabilities may have a material, adverse effect on our financial position.  At the present time, we do not conduct any mining operations and none of our properties are under development, and, therefore, we do not carry insurance to protect us against certain inherent risks associated with mining.  Reclamation requirements vary depending on the location and the managing regulatory agency, but they are similar in that they aim to minimize long-term effects of exploration and mining disturbance by requiring the operating company to control possible deleterious effluents and to re-establish to some degree pre-disturbance landforms and vegetation.



The prices of precious metal and base metal directly impact on our business activities.

Our business activities are significantly affected by the prices of precious metals and base metals on international markets.  The price of minerals affects our ability to raise financing, the commercial feasibility of our properties, the future profitability of our properties should they be developed and our future business prospects. The prices of precious metals and base metals fluctuate widely and are affected by numerous factors beyond our control, including expectations with respect to the rate of inflation, the strength of the U.S. dollar and of other currencies, interest rates, and global or regional political or economic crisis.  The demand for and supply of precious metals and base metals may affect precious metals and base metals prices but not necessarily in the same manner as supply and demand affect the prices of other commodities.



Our business is affected by market fluctuations in the prices of minerals sought (gold being the predominant metal, followed by silver, copper, and zinc), which are highly volatile.  Depending on the price of gold, silver, copper or other metals, we may determine that it is impractical to continue our exploration activities or, if warranted, to commence commercial development or production of our properties, if a mineral deposit is identified.  The prices of gold, silver, copper, zinc and other metals have fluctuated in recent years.

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The volatility of the prices for precious metals and base metals is illustrated by the following charts from kitco.com which show the market prices (US$) of gold, silver, copper and zinc over the last five years.





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Gold, silver, copper and zinc prices may fluctuate widely and are affected by numerous industry factors, such as demand for precious metals, forward selling by producers, central bank sales and purchases of gold and production and cost levels in major mineral-producing regions.  Moreover, mineral prices are also affected by macro-economic factors that are beyond our control, including international economic and political trends, expectations of inflation, currency exchange fluctuations (specifically, the Canadian dollar relative to other currencies), interest rates and global or regional consumption patterns, speculative activities and increased production due to improved mining and production methods.  We cannot assure you that the price of gold, silver, copper or zinc will remain stable or that such prices will be at a level that will prove feasible to continue our exploration activities, or, if applicable, begin development of our properties.



The current demand for and supply of precious metals and base metals affects their prices, but not necessarily in the same manner as current demand and supply affect the prices of other commodities.  If

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metal prices should decline for a sustained period, we could determine that it is not economically feasible to continue our exploration activities and such decision will have a material adverse affect on our business and results of operations.





The loss of key management personnel may adversely affect our business and results of operations.

The success of our operations and activities is dependent to a significant extent on the efforts and abilities of our management: Jeffrey Dahl, President & Chief Executive Officer, Robert Kell, Vice President  Exploration and Larry McLean, Vice President  Operations & Chief Financial Officer.  Investors must be willing to rely to a significant extent on their discretion and judgment.  We do not maintain key employee insurance on any of our employees.



There may be defects in the title to our properties.

In accordance with mining industry practice, we attempt to acquire satisfactory title to our properties but have not obtained title insurance with the attendant risk that some titles, particularly titles to undeveloped properties, may be defective.  In accordance with mining industry practice, we have not obtained title insurance on the Bolivian and Chilean concessions held by our partners or us.  However, we carry out all normal procedures to obtain title and make a conscientious search of mining records to confirm that the applicable joint venture party or the Company has acquired satisfactory title to the properties.  The possibility exists that title to one or more of the concessions held by our partners or us might be defective for various reasons.  Should any defect in title be disclosed to us, we would take all reasonable steps to perfect title to the particular concession(s) in question.



All of our properties are in the exploration stage and are highly speculative in nature, which means there can be no assurance that our programs will result in the discovery of any economically feasible mineral deposit.

At present, none of our properties have a known body of ore and all our proposed exploration programs are an exploratory search for ore.  We will only develop our mineral properties if we obtain satisfactory results from our exploration programs.

The development of gold, silver, copper, zinc and other mineral properties is affected by many factors, including the cost of operations, variations in the grade of ore mined, fluctuations in metal markets, costs of processing equipment and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection.  We have relied and may continue to rely upon consultants and others for exploration expertise.  Substantial expenditures are required to establish reserves through drilling, to develop metallurgical processes to extract the metal from the ore and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining.  We cannot assure you that any mineral deposits will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis.  Depending on the price of gold, silver or other minerals produced, if any, we may determine that it is impractical to commence or, if commenced, continue commercial production.

The marketability of any minerals acquired or discovered may be affected by numerous factors which are beyond our control and which cannot be accurately predicted, such as market fluctuations, the global marketing conditions for gold, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting minerals and environmental protection.  Our properties are located in Bolivia and Chile.  These countries impose certain requirements and obligations on the owners of exploratory properties which includes, among other things, certain application and permit requirements, certain limitations on mining and exploration activities, periodic reporting requirements, limited terms and certain fees and royalty payments.



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There are certain specific risks associated with mineral exploration activities and property ownership in Bolivia.

The process for acquiring an interest in mineral concessions in Bolivia is different from procedures for acquiring mining claims in Canada or the United States and involves certain risks not applicable in those jurisdictions.



The rights and obligations associated with mineral concessions in Bolivia is governed by legislation enacted under law no. 1777 on March 17, 1997 (the Bolivian Mining Code).  Under the Bolivian Mining Code, property available for mining and exploration activities is divided into mining units consisting of 25 hectares each (the Units).  A person seeking to acquire a mining concession must submit a request to the Superintendent of Mines specifying, among other things, the name of the concession and code numbers corresponding to the Units which are comprised in the concession applied for.  Each concession is limited to a maximum of 2,500 Units.  Upon receipt, the application is registered in the office of the Superintendent of Mines with date and time of filing and the application is reviewed by the Technical Mines Service to determine if the Units applied for are available.  Priority between applicants is determined in accordance with the time of filing of the application.  If the concession applied for is available, the Superintendent is then required to promptly publish the application in the National Mining Gazette.  Persons claiming a prior interest in the subject area will then be given an opportunity to assert their rights within 30 days of publication.  Following disposition of these claims or, if such persons fail to defend their interests within the prescribed time, the Superintendent of Mines will, subject to payment of the required patent fee, grant the concessions and instruct official registration thereof at the Mining Registry.



A foreign corporation may only hold rights in mineral properties in Bolivia if the corporation has been registered in Bolivia.  In addition, properties within 50 km of any international border of Bolivia or the Frontier Zone may only be held by a Bolivian national or a corporation owned by a Bolivian national(s).  Under provisions of the Bolivian Mining Code, it is permissible for a Bolivian holder of such concessions to enter into a joint venture agreement with a foreign party.  Certain aspects of the form of joint venture and rules respecting its operation are prescribed by Bolivian law and must be complied with if the joint venture is to be effective.



We hold our property interests outside of the Frontier Zone through our Bolivian subsidiaries.  Any interests in properties within the Frontier Zone (Santa Isabel Property, Eskapa Property, El Desierto Property) are held under joint venture agreements with a Bolivian national.  For example, our interest in the Goya 1/El Bonete concessions which comprise the Santa Isabel Property is held under a joint venture agreement with the Bolivian state mining company, Corporacion Minera de Bolivia (COMIBOL), which owns the property (see Item 4  Information on the Company - Santa Isabel Property); the Eskapa Property and El Desierto Property mineral concessions are owned by Empresa Minera El Roble S.A. (El Roble), a company controlled by a Bolivian national, Patricio Kyllmann, a director of SAMEX.  Our Bolivian subsidiary, Empresa Minera Boliviana S.A. (Emibol S.A.), earned a 99% interest in any mining operations which may be established on the concessions pursuant to an agreement (originally with Multimin S.A., a company also formerly controlled by Patricio Kyllmann) dated April 16, 1996 and as amended November 23, 1998 with El Roble.  Emibol S.A. paid all costs for the staking of these concessions and as part of the agreements, Emibol S.A. is required to cover all expenditures on the concessions in exchange for a 99% interest in any mining operations which may be established on the concessions while El Roble is required to continue to hold the concessions and is entitled to a 1% interest in such operations (see Item 4  Information on the Company - Eskapa Property and El Desierto Property).



The Bolivian Mining Code stipulates that any transfer of rights in mineral properties is not valid unless done by a duly certified and registered public deed.  We follow the policy of complying with all applicable registration requirements for our mining agreements whenever appropriate and timely to do so.  However, in some cases, we do not so comply where immediate registration is thought to be detrimental to our operation or our attempts to acquire other properties on economically reasonable terms.  In such cases, our rights may not be enforceable in Bolivia unless such registration occurs.



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Regulatory matters could impact our ability to conduct our business in Bolivia.

As our operations are primarily related to the exploration of our mineral resource properties, many governmental regulations relating to mining activities are not yet applicable to us.



Our potential mining processing operations and exploration activities in Bolivia are subject to various laws governing land use, the protection of the environment, prospecting, development, production, exports, taxes, labour standards, occupational health, mine safety and other matters.  Such operations and exploration activities are also subject to substantial regulation under these laws by governmental agencies and may require that we obtain permits from various governmental agencies.  We believe we are in substantial compliance with all material laws and regulations which currently apply to our activities.  There can be no assurance, however, that all permits which we may require for future operations will be obtainable on reasonable terms or that such laws and regulations would not have an adverse effect on any mining project which we might undertake.



Failure to comply with laws and regulations may result in orders being issued thereunder which may cause operations to cease or be curtailed or may require installation of additional equipment.  Violators may be required to compensate those suffering loss or damage by reason of their mining activities and may be subject to fines or penal sanctions if convicted of an offense under such legislation.



Amendments to current laws and regulations governing operations and activities of mining companies or more stringent implementation thereof could have a material adverse impact on us or prevent development of our mining properties.



Legislation is in place which requires approval of a plan of operation or similar authorization and provides for the preparation of environmental assessments, environmental impact statements or similar reports prior to the commencement of, during, and upon completion of any mining operation.  These reports entail a detailed technical and scientific assessment of the site and surrounding environment as well as a prediction of the impact of proposed development on the environment.  Such authorizations and reports can add to the cost and time frame associated with any potential project development.



Environmental legislation in Bolivia imposes potential liability on owners and/or operators of mining facilities which release hazardous substances into the environment and are required to carry out their operations using methods and techniques not liable to cause damage to the environment or the land-owner.  Such liability could include the cost of removal or remediation of the release and damages for injury to the natural resources or the affected party.  In addition, while the mining operation is permitted to use water flowing through or under the mining concessions, the concession grantee is required to return the water to its source with same quality as when taken.  Degradation in the quality of water used may result in liability for damages to the affected person or persons.  We are not aware of pending or threatened environmental litigation which names us as a defendant or any of our properties.  We cannot predict the potential for future environmental liability with respect to any of our properties nor can we predict the potential impact or future direction of environmental litigation.



The Bolivian Mining Code also contains certain restrictions or requirements which may result, in certain circumstances, in the loss of mineral concessions.  These include the requirement to pay an annual tax or patent on mineral concessions (currently about US$25.00 per Unit during the first 5 years and thereafter, about US$50.00 while the Units are held).



Bolivian law expressly provides for free foreign currency exchange and conversion, foreign ownership of property (except where expressly limited), repatriation of dividends and profits, and free importation of goods and services (other than those affecting public health and State security) subject to applicable duties and taxes.  Bolivian mining operations are subject to a maximum tax of 25% on net annual profits and an additional variable tax of from 1% to 7% on gross sales, depending upon the substance mined and the prevailing market price, which is 100% deductible from the foregoing income tax.  In addition, certain Bolivian mining operations may be subject to a windfall profits tax equal to 25% of profits earned in any particular year after deduction, successively, of income taxes, dividend remittance taxes, and the aggregate of 33% of total investment on the project made after 1991 and 45% of net sales to a maximum of US$50

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million.  The foregoing taxes may affect the future profitability of any potential mining operations on our properties.



There are certain specific risks associated with mineral exploration activities and property ownership in Chile.

The process for acquiring an interest in mineral concessions in Chile is different from procedures for acquiring mining claims in Canada or the United States and involves certain risks not applicable in those jurisdictions.



The rights and obligations associated with mining concession in Chile are governed by legislation and protected by the Chilean Political Constitution enacted in 1980 (the Constitution). Article 19, No 24 of the Constitution, which assures the right of property, in its different forms over corporal or intangible assets, includes mining concessions within this protection.



Law No 18.097 of January 21, 1982, which has constitutional rank, regulates the granting of mining concessions and defines the mining concessions as a real and immovable right, distinctive and independent from property rights over the surface tenements, although owned by the same individual.  Such rights may be claimed against the State and any other person, may be transferred or transmitted, and may be mortgaged or subject to other real rights and, in general, to all acts and contracts.



A mining concession may be granted for exploring or exploiting mineral substances, the latter also being known as a mining claim.  All metallic and non-metallic substances and, in general, all fossil substances, regardless of their natural state, may be subject to concessions or claimed, including those in the subsoil of maritime waters under national jurisdiction, to which access may be had, through tunnels, from land.  Liquid or gaseous hydrocarbons, lithium or deposits of any kind in maritime waters under national jurisdiction or deposits of any kind entirely or partly embraced by areas which, under law have been classified as important, for mining reasons, to national security, are generally excluded from mining concessions, without prejudice to mining concessions validly granted prior to their exclusion or a resolution that classifies them as of importance to national security.



Any person is entitled to dig test holes and to take samples in search for mineral substances, regardless of ownership or property rights over the tenements, except in lands included within the limits of a mining concession granted to a third party.



The object of a mining concession is all substances over which a concession may be granted lying within its limits.  The territorial area of a mining concession comprises a solid whose upper surface is, along a horizontal plane, a parallelogram with right angles and of an indefinite depth within the vertical planes that limit it.  The area of an exploitation concession may not cover more than 10 hectares and an exploration concession may not exceed 5.000 hectares.  The owner of the concession can hold any number of mining concession that comply with the maximum surface indicated above.



Mining concessions are established by a judicial decree given following a non adversarial proceeding, without the decisory participation of any other authority or third party.



In order keep a mining concession valid and in effect, it is necessary to pay an annual license fee (patent).  Patent fee are calculated based upon the value of the Chilean Monthly Tax Unit (M.T.U.) which varies from month to month (30,337 Chilean Pesos for the month of May 2005).  In the case of an exploitation concession the annual patent fee is calculated as one-tenth (1/10th) of the Monthly Tax Unit per hectare (ex. May 2005 M.T.U. was 30,337 x 1/10th = 3,033.7 Chilean Pesos per hectare) (at current exchange rates this would equate to approximately US$5.26 per hectare for exploitation concessions).  In the case of an exploration concession the annual patent fee is calculated as one-fiftieth (1/50th) of the Monthly Tax Unit per hectare (ex. May 2005 M.T.U. was 30,337 x 1/50th = 606.7 Chilean Pesos per hectare) (at current exchange rates this would equate to approximately US$1.05 per hectare for exploration concessions).  The patent payments must be made in advance during the month of March of each year.  Should the holder of the concession fail to pay the fee within the designated period, judicial procedures to publicly auction the concession may be instituted.



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A foreign corporation may hold mining rights over mining concessions in Chile without restrictions and without any discrimination regarding Chilean nationals.



Regulatory matters could impact our ability to conduct our business in Chile

As our operations are primarily related to the exploration of our properties, many governmental regulations relating to mining activities are not yet applicable to us.



Our potential mining processing operations and exploration activities in Chile are subject to various laws governing land use, the protection of the environment, prospecting, development, production, exports, taxes, labour standards, occupational health, mine safety and other matters.  Such operations and exploration activities are also subject to substantial regulation under these laws by governmental agencies and may require that we obtain permits from various governmental agencies.  We believe we are in substantial compliance with all material laws and regulations which currently apply to our activities.  There can be no assurance, however, that all permits which we may require for future operations will be obtainable on reasonable terms or that such laws and regulations would not have an adverse effect on any mining project which we might undertake.



Failure to comply with laws and regulations may result in orders being issued thereunder which may cause operations to cease or be curtailed or may require installation of additional equipment.  Violators may be required to compensate those suffering loss or damage by reason of their mining activities and may be subject to fines or penal sanctions if convicted of an offense under such legislation.



Amendments to current laws and regulations governing operations and activities of mining companies or more stringent implementation thereof could have a material adverse impact on us or prevent development of our mining properties.



Chilean environmental legislation requires that the mining concessionaire obtains the prior authorization from the applicable environmental authorities to initiate any exploration or exploitation activity and for this purpose the mining concessionaire shall need to present an environmental assessments or an environmental impact study. Chilean environmental legislation defines the requisites that these studies have to fulfill, and the general mechanisms for controlling and ensuring compliance with such legislation. These reports entail a detailed technical and scientific assessment of the site and surrounding environmental as well as a prediction of the impact of proposed development on the environment.  Such authorizations and reports can add to the cost and time frame associated with any potential project development.



Environmental legislation in Chile imposes potential liability on owners and/or operators of mining facilities which release hazardous substances into the environment and are required to carry out their operations using methods and techniques not liable to cause damage to the environment or the land-owner.



Foreign investments in Chile can be repatriated under the Foreign Investment Regulations contained in Decree Law 600, the Foreign Investment Statute, which is based on the principle of non discrimination between foreign and local investors.  Foreign investors may enter into a foreign investment contract with of the Republic of Chile where the terms of the investments, access to foreign currency, tax matters and other importation and exportation terms can be agreed upon for a term of 10 years or 20 years, if the investments is of an amount that exceeds US$ 50,000,000.  Chile and Canada has entered into a Free Trade Agreement (FTA), which has been in effect since July 5, 1997.  This FTA enables Canadian investors to export products of Canadian origin into Chile without paying any custom duties and obtain relief under the double taxation provision, pursuant to which taxes paid in Chile on income generated by operations in Chile, including mining, will be used as a tax credit for the taxes levied in Canada on such income.



At present the income of corporations, limited liability companies and mining companies is taxed in two stages; first, when income is accrued and in a yearly basis, the corporate income is taxed with an income tax at a rate of 16.5% in year 2003 and 17% in year 2004 and future years; and second, when profits are distributed and remitted abroad to shareholders or partners without domicile in Chile, these profits are subject to a 35% additional tax rate, with a credit for the income tax paid by the corporation in Chile equivalent to 16.5% or 17% as stated above.  The foregoing taxes may affect the future profitability of any

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potential mining operations on our properties.



Foreign currency exchange is regulated by the Central Bank of Chile under Chapter XIV of its Foreign Exchange Regulations.  Currently there is no restriction on bringing investments or credits into Chile, provided that such investments and credits are registered with the Central Bank of Chile in accordance with Chapter XIV of The Foreign Exchange Regulations.  Credits granted for periods of over 1 year are subject to a stamp tax of 1.608% of the amount of the loan and interest on loans granted by banks and financial institutions are subject to a 4% tax levied upon remittance of the interest payment to the lender.



At present there are no special taxes imposed on operations in the mining sector, other than the normal taxes paid by all productive sectors, in accordance with applicable income tax legislation.  If any special taxes or royalties were to be imposed in the future upon operations in the mining sector, this may affect the future profitability of any potential mining operations on our properties.



Currency exchange rate fluctuations could adversely affect our operation.

Our functional currency is the Canadian dollar, and we have obligations and commitments in other currencies including United States dollars, Chilean Pesos and Bolivian Bolivianos.  Fluctuations in foreign currency exchange rates may affect our results of operations and the value of our foreign assets, which in turn may adversely affect reported financial figures and the comparability of period-to-period results of operations.  (See Currency and Exchange Rates)



We are a foreign corporation and most of our directors and officers are outside of the United States, which may make enforcement of civil liabilities difficult.

We are incorporated under the laws of the Province of British Columbia, Canada.  All of our directors and officers are residents of Canada, with the exception of Patricio Kyllmann (who is resident in Bolivia) and Robert Kell (who resides in the United States and Bolivia), and all of our assets are located outside of the United States.  Consequently, it may be difficult for United States investors to effect service of process within the United States upon those directors or officers who are not residents of the United States, or to realize in the United States upon judgements of United States courts predicated upon civil liabilities under the United States Securities Exchange Act of 1934, as amended.  A judgement of a US court predicated solely upon such civil liabilities would probably be enforceable in Canada by a Canadian court if the US court in which the judgement was obtained had jurisdiction, as determined by the Canadian court, in the matter.  There is substantial doubt whether an original action could be brought successfully in Canada against any of such persons or us predicated solely upon such civil liabilities.



We do not intend to pay cash dividends.

We have never, and we do not have any intention of paying cash dividends in the foreseeable future.  In particular, there can be no assurance that our Board of Directors will ever declare cash dividends, which action is completely within their discretion.



We have reserved8,763,850 common shares for future issuance, which if issued may cause dilution in the value of currently issued and outstanding shares.

As of April 30, 2005, we reserved 5,375,000 common shares for issuance on the exercise of incentive stock options (at a weighted average exercise price of CDN$0.58).  In addition we reserved 3,388,850 common shares for issuance upon the exercise of outstanding warrants (at a weighted average exercise price of CDN$0.69).  If such options and warrants are fully exercised, such common shares would constitute 11.83% of our share capital.  The exercise of such options and the subsequent resale of such common share in the public market could adversely affect the prevailing market price and our ability to raise equity capital in the future at a time and price which it deems appropriate.  We may also enter into commitments in the future which would require the issuance of additional common shares and we may grant additional share purchase warrants and stock options.  See Item 6.  Compensation  Incentive Stock Options



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We may be classified as a passive foreign investment company during 2004, which may have a material affect on U.S. holders.

Although we do not believe we were a passive foreign investment company (PFIC) during the year ended November 30, 2004, there is no assurance that the U.S. Internal Revenue Service may not challenge our assessment and determine that we were in-fact a PFIC, which may have a material affect on US Holders.  United States income tax legislation contains rules governing PFICs, which can have significant tax effects on US Holders of foreign corporations.  A US Holder who holds stock in a foreign corporation during any year in which such corporation qualifies as a PFIC is subject to United States federal income taxation under one of two alternative tax regimes at the election of each such US Holder.  See Item 10. Taxation  United States Federal Income Tax Consequences.

Economic conditions and fluctuation and volatility of stock price may negatively impact shareholder value



Market price of our common shares is highly volatile.  If investors interest in the sector in which we operate declines, the price for our common shares would remain low.  In addition, trading volumes in our common shares can be volatile and if the trading volume of our common shares experiences significant changes, the price of our common shares could be adversely affected.  The price of our common shares could also be significantly affected by factors, many of which are beyond our control.



Fluctuations in economic conditions, such as the continuing downturn in the global economy, may also significantly affect our ability to meet our objectives which could adversely affect our share price.



Broker-dealers may be discouraged from effecting transactions in our shares because they are considered a penny stock and are subject to the penny stock rules.

Rules 15g-1 through 15g-9 promulgated under the Exchange Act impose sales practice and disclosure requirements on certain brokers-dealers who engage in certain transactions involving a penny stock. Subject to certain exceptions, a penny stock generally includes any non-NASDAQ equity security that has a market price of less than US$5.00 per share.  The market price of our shares over the four quarters ended November 30, 2004 ranged between CDN$0.65 and $1.65 and our shares are deemed penny stock for the purposes of the Exchange Act.  The additional sales practice and disclosure requirements imposed upon brokers-dealers may discourage broker-dealers from effecting transactions in our shares, which could severely limit the market liquidity of the shares and impede the sale of our shares in the secondary market.

Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or accredited investor, generally, an individual with net worth in excess of US$1,000,000 or an annual income exceeding US$200,000, or US$300,000 together with his or her spouse, must make a special suitability determination for the purchaser and must receive the purchasers written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt.  In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the United States Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt.  A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities.  Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customers account and information with respect to the limited market in penny stocks.



This document contains forward looking statements which may differ from actual events.

The words believes, should be, anticipates, plans, expects, intends and estimates, and similar expressions, identify forward-looking statements.  These forward-looking statements are contained principally under the headings Key Information, Information on the Company and Operating and Financial Review and Prospects.  Although we believe these forward-looking statements are based on reasonable assumptions, these may not prove to be correct.  Because these forward-looking statements are also subject to risks and uncertainties, actual results may differ materially from the expectations expressed by such forward-looking statement.  Important factors that may cause actual results to differ materially from the expectations reflected in the forward-looking statements are set forth above. See Special Note

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Regarding Forward Looking Statements.

ITEM 4. INFORMATION ON THE COMPANY

History and Development of the Company.

We were originally incorporated as Silver Duke Mines Ltd. (N.P.L.) on December 15, 1967 under the Company Act of British Columbia, Canada.  We changed our name and consolidated our share capital as set forth below on the following dates:

|Date               | Name                            | Consolidation (Old:New)
|------------------ | ------------------------------- | -----------------------
|December 15, 1967  | Silver Duke Mines Ltd. (N.P.L.) | Not applicable         
|February 3, 1976   | Totem Resources Ltd. (N.P.L.)   | 4:1                    
|June 9, 1978       | Paragon Resources Ltd. (N.P.L.) | Not applicable         
|May 13, 1981       | Paragon Resources Ltd.          | Not applicable         
|September 11, 1995 | SAMEX Mining Corp.              | 5:1                    



Effective May 28, 1999, we increased our authorized capital from 100,000,000 shares divided into 50,000,000 common shares without par value and 50,000,000 preferred shares without par value, none of which preferred shares are issued, to 150,000,000 shares divided into 100,000,000 common shares without par value and 50,000,000 preferred shares without par value, none of which preferred shares are issued.



On March 29, 2004, the corporate legislation under which we were incorporated, the Company Act (British Columbia) (the Former Act), was repealed and was replaced with the new Business Corporations Act (British Columbia) (the New Act).   Because of this change, we were required to undertake certain transitionary steps set out under theNew Act, including filing a transition application with the British Columbia Registrar of Companies (the Registrar).   This Transition Application, among other things, replaced our former Memorandum of Incorporation with new Notice of Articles and which adopted certain provisions under the Business Corporations Act known as the Pre-existing Company Provisions.  This step was completed on or about February 11, 2005.

We are also required to amend our Articles to comply with the New Act.  This step has not yet been completed and is sought to be addressed by adoption of the proposed new Articles.  Coincidentally with these changes, we are also proposing to change our authorized share structure to remove any maximum number of shares which may be issued.  Also, in order to give effect to these changes, it will be necessary to amend our form of Notice of Articles adopted as part of the Transition Application.

The foregoing changes were approved by our shareholders at our Annual General Meeting of Shareholders held on Thursday, May 5, 2005 but will not be effective until filed with the Registrar, which has not yet been done at the date of this Annual Report.  See Item 10. Additional Information  Changes to Corporate Legislation.



We are a junior exploration stage company engaged in the acquisition, exploration and, if warranted, development of natural resource properties.  Since inception, we have not identified any proven or probable reserves on our properties, have not produced any minerals, or generated any revenues from our operations.  We currently own or have interests in mineral exploration properties in southwestern Bolivia and in central Chile.  The properties are being explored mainly for gold, silver, copper and zinc targets.



WE ARE AN EXPLORATION STAGE COMPANY AND HAVE NO MINERAL PRODUCING PROPERTIES AT THIS TIME.  ALL OF OUR PROPERTIES ARE EXPLORATION PROJECTS, AND WE RECEIVE NO REVENUES FROM PRODUCTION.  ALL WORK PRESENTLY PLANNED BY US IS DIRECTED AT DEFINING MINERALIZATION AND INCREASING UNDERSTANDING OF THE CHARACTERISTICS AND ECONOMICS OF THAT MINERALIZATION.  THERE IS NO ASSURANCE THAT A COMMERCIALLY VIABLE MINERAL DEPOSIT EXISTS IN ANY OF OUR PROPERTIES NOR DO WE ANTICIPATE SAME UNTIL AFTER COMPLETION OF FURTHER EXPLORATION WORK AND A

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COMPREHENSIVE EVALUATION BASED UPON UNIT COST, GRADE, RECOVERIES AND OTHER FACTORS CONCLUDE ECONOMIC FEASIBILITY.



Our total mineral interests and exploration costs were $2,136,270 for the year ended November 30, 2004 compared to $648,633  in 2003, substantially all of which was spent on our mineral properties in Chile and Bolivia.  We have financed these expenditures primarily through private placement financing and the exercise of warrants and options raising gross proceeds of $4,699,600 during fiscal 2003 and $1,484,954 during fiscal 2004.   Further details applicable to anticipated capital expenditures and funding sources are detailed in Item 5. Liquidity and Capital Resources.



We have six subsidiaries, all of which are described below.  The present inter-corporate relationship between us and our subsidiaries is illustrated in the following chart:



|                     | SAMEX Mining Corp.
(British Columbia, Canada)
Listed on TSX Venture Exchange |                                
|-------------------- | ---------------------------------------------------------------------------- | -------------------------------
|                     |                                                                              |                                
|                     | South American Mining & Exploration Corp.
(British Columbia, Canada)         | Minera Samex Chile S.A.
(Chile)
|                     | -                                                                            | --                             
|                     | Samex International Ltd.
(Bahamas)                                           |                                
|                     | -                                                                            |                                
|Samex S.A.
(Bolivia) |                                                                              | Emibol S.A.
(Bolivia           





South American Mining & Exploration Corp.

South American Mining & Exploration Corp. (S.A.M.E.X. Corp.) was incorporated in British Columbia on November 24, 1993.  Since its inception, S.A.M.E.X. Corp. has been involved principally in the acquisition and exploration of mineral properties in South America through its operating subsidiaries in Bolivia.  Its authorized share capital consists of 100,000,000 common shares with 7,925,001 shares outstanding, all of which are held by us.

SAMEX International Ltd.

SAMEX International Ltd. (SAMEX International) was incorporated as an international business company under the laws of the Commonwealth of the Bahamas on August 4, 1995.  The directors and officers of SAMEX International are Patricio Kyllmann (Director, President and Secretary) and Kenneth Taves (Director).  Its authorized share capital consists of 5,000 common shares of which 100 are issued and outstanding, all of which are held by S.A.M.E.X. Corp.  SAMEX International functions as an international holding and finance company and holds 98% of the shares of each of SAMEX S.A. and Emibol S.A.

SAMEX S.A.

SAMEX S.A. was incorporated under the laws of the Republic of Bolivia on May 10, 1994.  The directors and officers of SAMEX S. A. are: Jeffrey Dahl  President & Director, Edgar F. Zapata  Vice President & Director, Franz Vega  Secretary & Director, Robert Kell - Director, Aida Martinez - Alternate Director, Victor Flores - Sindico, Raul Castañeta  Alternate Sindico.  SAMEX S.A. has authorized capital of 500,000 Bolivianos (Bs.) and paid up capital of 250,000 Bs. represented by 100 common shares issued with a nominal value of 2,500 Bs each.  Bolivian corporate law requires that the company have at least three shareholders and, accordingly, the shares of SAMEX S. A. as well as Bolivex S.A. and Emibol S.A. have been issued so that 2 shares are held by persons other than S.A.M.E.X. Corp. or SAMEX International.  Of the 100 issued and outstanding shares, 98 are held by SAMEX International and the remaining 2 shares are held by each of Jeffrey Dahl and Peter Dahl, directors of SAMEX. SAMEX S.A.s

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primary asset is its interest in a portion of the the Goya I/El Bonete concession which form the Santa Isabel property referred to below.

Bolivex S.A.

Minas Bolivex S.A. (Bolivex S.A.) was incorporated under the laws of the Republic of Bolivia on September 23, 1994.  The directors and officers of Bolivex S. A. are: Jeffrey Dahl  President & Director, Edgar F. Zapata  Vice President & Director, Franz Vega  Secretary & Director, Robert Kell - Director, Aida Martinez - Alternate Director, Victor Flores - Sindico,  Raul Castañeta  Alternate Sindico.  Bolivex S.A. has authorized capital of 500,000 Bolivianos (Bs). and paid up capital of 250,000 Bs. represented by 100 common shares issued with a nominal value of 2,500 Bs each.  Of the 100 issued and outstanding shares, 98 are held by S.A.M.E.X. Corp. and the remaining 2 shares are held by each of Jeffrey Dahl and Peter Dahl.  Bolivex S.A.s primary asset is the Walter property referred to below.

Emibol S.A.

Empresa Minera Boliviana S. A. (Emibol S.A.) was incorporated under the laws of the Republic of Bolivia on August 22, 1995.  The directors and officers of Emibol S. A. are: Jeffrey Dahl  President & Director, Edgar F. Zapata  Vice President & Director, Franz Vega  Secretary & Director, Robert Kell - Director, Aida Martinez - Alternate Director, Victor Flores - Sindico, Raul Castañeta  Alternate Sindico.  Emibol S.A. has authorized capital of 200,000 Bolivianos (Bs). and paid up capital of 100,000 Bs. represented by 100 common shares issued with a nominal value of 1,000 Bs each.  Of the 100 issued and outstanding shares, 98 are held by SAMEX International and the remaining 2 shares are held by each of Jeffrey Dahl and Peter Dahl.  Its principal assets are its interests in the El Desierto, Eskapa, Wara Wara and Yaretani properties in Bolivia.



Minera Samex Chile S.A.



Minera Samex Chile S. A. (Samex Chile) was incorporated in Santiago, Chile on July 5, 2002.  The directors and officers of Samex Chile are Jeffrey P. Dahl, Robert E. Kell and Allen D. Leschert and the alternate directors are Francisco Vergara, Felipe Garcia and Pedro Lyon.  Of the 1,000 issued and outstanding common shares, 999 shares are held by SAMEX Mining Corp. and 1 share is held by Francisco Vergara, our Chilean legal counsel.   Samex Chiles principal asset is its interest in mineral concessions in the Los Zorros district in Chile.



Principal Expenditures And Divestitures



Since the beginning of the last three financial years, our principal capital expenditures and divestitures have been comprised of the following:



Eskapa Property Buy-Back and Royalty Agreement dated October 3, 2002, between us and International Chalice Resources Inc. (Chalice) respecting our buy-back of a 40% interest in the Eskapa property in Bolivia - In October 2002, we negotiated an agreement to restore our original 99% interest in the Eskapa property by purchasing-back the rights earned by Chalice under the Eskapa Property Option/Joint Venture Agreement. We arranged to purchase-back this right to a 40% interest from Chalice by paying Chalice CDN$50,000 cash (paid); and issuing 200,000 of our shares to Chalice (issued November 4, 2002); and by granting Chalice a US$2,000,000 cash royalty, to be paid out of production on the property in eight equal quarterly payments of US$250,000 beginning after the ninth month of continuous commercial mining operations on the property. (See Item 4 Information on the Company  Description of Property - Eskapa Property).



Purchase and Sale Agreement dated January 29, 2003 between our subsidiary, Minera Samex Chile S.A. and Compania Contractual Minera Ojos del Salado - We entered into a purchase agreement dated January 29, 2003, with the vendor, Compania Contractual Minera Ojos del Salado, to acquire approximately 1,429 hectares of mineral concessions covering old goldmines and gold showings in the Los Zorros district in Chile for US$50,000 cash (paid).  Because of the vendors interest in copper, under the purchase agreement, the vendor retained a back-in right to earn an interest in the property in the event that we discover a copper deposit containing not less than two million tonnes of contained equivalent copper on or

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within a half kilometer of the property.  The vendor can elect to exercise the back-in right to earn a 30% interest by reimbursing us three times the expenditures incurred, and up to 51% interest by expending 100% of all further costs necessary to complete a bankable feasibility study on the property.  Thereafter, the parties would negotiate a joint venture to carry out development and mining of the property. (See Item 4 Information on the Company  Description of Property - Los Zorros Property).



Unilateral Purchase Option Contract Covering Mining Concessions dated November 6, 2003, between our subsidiary, Minera Samex Chile S.A. and Compañia Minera y Comercial Sali Hochschild S.A. - On November 6, 2003, we signed a formal Option Agreement and made the first option payment to acquire mineral concessions covering approximately 209 hectares in the Los Zorros district in Chile.  Under the Option, SAMEX can acquire the concessions by making option payments totaling US$230,000 as follows: US$30,000 upon signing of the Option Agreement (paid); US$50,000 by October 31, 2004 (paid); US$50,000 by October 31, 2005; US$100,000 by October 31, 2006.  (See Item 4 Information on the Company  Description of Property - Los Zorros Property).



Letter of Intent Concerning Option to Purchase Agreement dated May 18, 2005 between our subsidiary, Minera Samex Chile S.A. and Minera San Estaban Primera S.A. - SAMEX signed a letter of intent which will be the basis of a formal Option Agreement for SAMEX to purchase approximately 100 hectares of mineral concessions situated within the Los Zorros district, Chile.  (See Item 4 Information on the Company  Description of Property - Los Zorros Property).



We have not made any material divestitures since the beginning of the last three financial years.



We have not made any acquisitions of other companies and our shares are not subject to any public takeover offers.  Neither we nor any of our subsidiaries have been involved in any bankruptcy, receivership or similar proceedings.



Our head office is located at #301  32920 Ventura Avenue, Abbotsford, British Columbia, V2S 6J3, and our registered and records office is located at 500 - 999 West Hastings Street, Vancouver, British Columbia, V6C 2W2.  The phone number of our head office is (604) 870-9920.  In South America, we have a field office/residence in La Paz, Bolivia and a field office/residence in Copiapo, Chile.



Business Overview.

During the 2004 fiscal year, we were principally involved in exploration work on our Los Zorros property in Chile including bulldozer trenching, core drilling with two drill rigs, core logging, sampling and assaying.  By mid-December 2004, we had completed 8,617 meters of core drilling in 26 holes, 10,800 meters of bulldozer trenching in 65 trenches and more than 3,100 trench and surface samples/assays.  Mineral interests and exploration costs for 2004 totaled $2,136,270.  Limited expenditures related to our mineral properties in Bolivia mainly involved the payment of annual patents on our mineral concessions and administrative and maintenance functions.



During the fiscal year ended November 30, 2003, we were principally involved in preliminary exploration work on our Los Zorros property in Chile.  This work included an airborne orthographic photo survey over the entire property, ground topographic surveys, detailed geological mapping, rock chip sampling/assaying, surveying/mapping of old workings, mines and prospect pits, and reviews of limited previous drilling by earlier parties.  We were also active visiting and evaluating additional gold/silver prospects in Chile, and in financing activities.  During the first and second quarters of fiscal 2003, we also completed a thorough review and evaluation of the extensive volume of data gleaned from our exploration at the Eskapa precious metal prospect in Bolivia, and the compilation of this information into a comprehensive technical report. Mineral interests and exploration costs for 2003 totaled $648,633.



During the fiscal year ended November 30, 2002, we were principally involved in the compilation of an extensive exploration report on the Eskapa property in Bolivia, visiting and evaluating gold/silver prospects in the countries of Chile and Argentina, and in financing activities.  Mineral interests and exploration costs for 2002 totaled $432,388.



Looking forward over the fiscal year 2005, we will work to secure $2 million in equity financings to fund



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continued exploration on the Los Zorros property, Eskapa property and possibly other SAMEX prospects.  Our preferred method of financing is through simple direct private placements.  We also seek to minimize shareholder dilution as much as is feasible under prevailing market conditions.  Plans are still in progress, but in general, Los Zorros will receive the larger portion of our anticipated exploration expenditures for 2005.  A phase-two drill program is expected to cost approximately $1.5 million for which the company will be seeking funding.  We also plans to resume activities at our Eskapa precious metal prospect in Bolivia including refurbishing and expanding the exploration camp, repairing and enhancing access roads, and preparing drill pads for the next phase of drill testing at a later date.  Other possible exploration opportunities may arise throughout the year and will be evaluated as to maximize shareholder values and company growth.  We have also been negotiating several possible acquisitions in Chile which may be funded from current cash reserves or made subject to further financings depending on circumstances at the time.  See Special Note Regarding Forward Looking Statements.



WE ARE AN EXPLORATION STAGE COMPANY AND HAVE NO MINERAL PRODUCING PROPERTIES AT THIS TIME.  ALL OF OUR PROPERTIES ARE EXPLORATION PROJECTS, AND WE RECEIVE NO REVENUES FROM PRODUCTION.  ALL WORK PRESENTLY PLANNED BY US IS DIRECTED AT DEFINING MINERALIZATION AND INCREASING UNDERSTANDING OF THE CHARACTERISTICS AND ECONOMICS OF THAT MINERALIZATION.  THERE IS NO ASSURANCE THAT A COMMERCIALLY VIABLE MINERAL DEPOSIT EXISTS IN ANY OF OUR PROPERTIES NOR DO WE ANTICIPATE SAME UNTIL AFTER COMPLETION OF FURTHER EXPLORATION WORK AND A COMPREHENSIVE EVALUATION BASED UPON UNIT COST, GRADE, RECOVERIES AND OTHER FACTORS CONCLUDE ECONOMIC FEASIBILITY.  THE INFORMATION CONTAINED HEREIN RESPECTING OUR MINERAL PROPERTIES IS BASED UPON INFORMATION PREPARED BY OR THE PREPARATION OF WHICH WAS SUPERVISED BY GEOLOGIST, ROBERT KELL, OUR VICE PRESIDENT EXPLORATION AND DIRECTOR OF THE COMPANY AND COMPANY GEOLOGIST, PHILIP SOUTHAM, P. Geo.   MR. KELL AND MR. SOUTHAM ARE QUALIFIED PERSONS PURSUANT TO CANADIAN SECURITIES NATIONAL INSTRUMENT 43-101 CONCERNING STANDARDS OF DISCLOSURE FOR MINERAL PROJECTS.



Description of Property (listed alphabetically)

EL DESIERTO PROPERTY

The El Desierto property is located in southwestern Bolivia at elevations ranging from about 3,800 to 4,800 meters, near the villages of El Desierto and Abra de Napa, processing centers for sulfur mines in the area. The property is located approximately 25 km north of the Quebrada Blanca and Collahuasi copper porphyry mines in Chile and is readily accessible by road from both Bolivia and Chile.  The property covers a trend of eroded stratovolcanoes and range-front fault structures along the Bolivian/Chilean border. The property is within a geologic belt extending through Peru, Chile, and Argentina that is renowned for acid-sulfate gold-silver-copper deposits and some of the worlds largest porphyry copper mines. Exploration at El Desierto is focused on delineating targets for epithermal gold ore bodies and for porphyry copper deposits.



The El Desierto mineral concessions are owned by Empresa Minera El Roble S.A. (El Roble), a company controlled by a Bolivian national, Patricio Kyllmann, who is one of our Directors.  Our Bolivian subsidiary, Emibol S.A. (Empresa Minera Boliviana S.A.) earned a 99% interest in any mining operations which may be established on the concessions pursuant to an agreement dated April 16, 1996 and as amended November 23, 1998 with El Roble.  Emibol S.A. paid all costs for the staking of these concessions and under the agreements, Emibol S.A. is required to make all expenditures on the concessions in exchange for a 99% interest in any mining operations which may be established on the concessions while El Roble is required to continue to hold the concessions and is entitled to a 1% interest in such operations. The property is also subject to a net smelter royalty of an aggregate of 0.6 % payable to Robert Kell, Front Range Exploration Corp., and El Roble S.A.



During 1997, we conducted reconnaissance IP surveys, sampling and mapping on the property.  No exploration was conducted during 1998, but additional mineral concessions were staked to expand the property.



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In 1999, we granted International Chalice Resources Inc. (Chalice) an option to earn up to a 35% joint venture interest in the El Desierto property by expending a total of US $500,000 on the property (El Desierto Property Option Agreement dated September 30, 1999).  SAMEX/Chalice exploration during 2000 involved road construction, geologic mapping, trenching, sampling, geochemical analysis and geophysical surveys on a portion of the property.  After two phases of exploration, SAMEX/Chalice decided the results on this portion of the property were not sufficient to warrant drilling at the time.  Since no immediate exploration was planned, Chalice agreed to fund annual property holding costs and we granted Chalice a three year extension on their option.   Effective February 26, 2002, Chalice decided to drop their option, relinquishing all rights under the El Desierto Property Option Agreement.  SAMEX had received a total of US$216,147 in option payments from Chalice up until the time the option was dropped.



No exploration has been conducted on the El Desierto property since the SAMEX/Chalice program in 2000.  We continue to maintain a reduced portion of the El Desierto claims (3,894 hectares) for further evaluation subject to the availability of financing or other joint venture agreements.  Patent fees ranging between approximately US$1.00 to $2.00 per hectare must be paid annually to maintain the mining concessions.  The El Desierto Property is without a known body of commercial ore and our activities to date have been exploratory in nature.



ESKAPA PROPERTY

SAMEX, through its Bolivian subsidiary, EMIBOL S.A., holds a 99% interest in any mining operations which may be established on the 3,700 hectare Eskapa property located in the Enrique Baldevieso Province, Department of Potosi, Bolivia and situated 150 km by road southwest of Uyuni, and 20 km southeast of the rail station of Chiguana.  The Eskapa concession (elevation between 4200 to 4400 meters) is centered over the eroded-out core zone of the extinct Cerro Eskapa stratovolcano which is situated in the southwestern part of Bolivia, approximately 48 airline kilometers east of the frontier with Chile and 55-airline kilometers southeast of Ollague, Chile.  The property is readily accessible from Uyuni, Bolivia or Calama, Chile.  We explored the property in sporadic fashion from 1995 to 1998 and carried out a ten-hole core drilling program in 1999.  Additional exploration work was conducted during two time periods in 2001 and included drilling six core holes.  SAMEX has expended over a million dollars on exploring the Eskapa property with cumulative Deferred Exploration Costs since 1995 totaling $1,244,650 at November 30, 2004.



The region, where the Cerro Eskapa prospect is situated, is part of the Cordillera Occidental which consists of numerous extinct or dormant late-Tertiary to early quaternary, andesite-dacite stratovolcanoes positioned on a high plateau (3500 meters mean elevation) of mid- to late-Tertiary volcanic and sedimentary rocks.  The Cerro Eskapa stratovolcano is uniquely considerably eroded such that strong alteration and silver-lead-antimony sulfosalt-mineralized zones are exposed over a large 2 km. by 3 km. area of the core zone.  The stratovolcano core zone had, up until 1995, surprisingly not been explored during modern times.  Colorful chrysocolla mineralization on the lower north flank of the stratovolcano was worked in pre-historic times by indigenous people.  In the stratovolcano core zone, Spanish Colonial-era prospectors explored silver-mineralized vuggy silica-barite outcrops with minor production from shallow irregular workings.  An unknown Chilean mining concern sank a 45 meter-deep shaft near one of the Spanish workings in the late-1870s just before the outbreak of the War of the Pacific There is no indication of any production from this shaft.  The geologic setting, extensive hydrothermal alteration, presence of silver-lead-antimony sulfosalt mineralization, accessible location, and lack of any previous exploration drilling made the area attractive to us for acquisition.



The strong argillic, advanced-argillic, and vuggy silica alteration are focused on porphyritic dacite and hydrothermal breccia which occupy the stratovolcano core zone.  The nature of the alteration and widespread abundant pyrite are characteristic of the high-sulfidation-type of precious-metal mineralizing system, which occur in the Cordillera Occidental of South America.  At Cerro Eskapa, silver-lead-antimony sulfosalt-mineralization occurs, at the surface of the eroded-out stratovolcano core zone, in linear/steeply dipping zones of vuggy silica-barite strongly controlled along west-northwest-trending faults.  The zones range from 1 to 3 meters in width and several can be traced for up to several thousands of meters.  Based on our sampling, grades of this mineralization in dump and rock-chip samples are variable, but typically contain high amounts of silver (>69.3 ppm to 2260 ppm (g/mt)), lead (>144 ppm to 23100 ppm) and antimony (165 ppm to 25800 ppm) with anomalous mercury 1140 ppb (to 90000 ppb), but with very low gold values (<5 ppb).  Surrounding clay-pyrite-altered porphyritic dacite contains anomalous amounts of

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mercury, arsenic, and antimony, and low values in gold and silver.  The mineralized zones appear to represent the leakage up from more substantial mineralization at depth.



Our exploration of the stratovolcano core zone (1995-1999) included: considerable road building for access, geologic mapping, considerable rock-chip sampling and running IP surveys over long lines.  The data from these efforts showed that silver-lead-antimony sulfosalt/sulfide mineralization is tightly restricted to the zones of vuggy silica-barite and no indication could be found of a shallow bulk-tonnage type of deposit.  The IP surveys generally detected the high-resistivity expression of the zones and demonstrated a depth extent in excess of the 250-meter search depth limit.  The first attempt in 1999 to core drill the zones (March-June, 1999) produced mixed results.  Some holes were unfortunately not properly located and aimed, and missed making the intended down-dip intersection.  However, two drill holes (DDH-EK-99-02 and -04) did make interesting intersections confirming that the vuggy silica-barite rock does continue to depth, but silver grades were disappointing.  DDH-EK-99-02 intersected a thick vuggy silica-barite zone of 13.0 meters true width containing 41.8 ppm (g/mt) silver with low detectible gold (7 ppb) and anomalous copper, lead, antimony with anomalous mercury.  However, the intersection was considerably affected by a late oxidation alteration of sulfosalt/sulfide minerals producing abundant limonitic minerals.  This suggested that the metal values were much reduced in the intercept due to possible leaching of silver and base and pathfinder metals.  Hence, the intersection was not representative of mineralization elsewhere along strike or at depth along the zone.  The other intersection (DDH-EK-99-04) was located at high elevations at the east end of the same zone and was complicated by faulting.  The recovered fault-bounded sliver of the vuggy silica rock contained 109.2 ppm (g/mt) silver over a 0.30 meter true width.  No funding was available to pursue follow-up drilling and consequently, no exploration work was carried out from June, 1999 to December, 2000.



In November 2000, we granted International Chalice Resources (Chalice) an option to earn up to a 40% joint venture interest in mineral operations on the Eskapa property by making payments totaling US $500,000 by November 15, 2003.  Later, we agreed with Chalice to amend certain terms of the agreement by reducing total option payments required, to US $461,137.98, by an earlier date, February 28, 2002.  Chalice completed option payments totaling US $461,137.98 by February 28, 2002 and thereby earned the right to receive, upon formation of a joint venture, a 40% joint venture interest with respect to mineral operations on the property.  However, in October 2002, we negotiated an agreement to restore our original 99% interest in the Eskapa property by purchasing-back the rights earned by Chalice under the Eskapa Property Option/Joint Venture Agreement.   We arranged to purchase-back this right to a 40% interest from Chalice by:



a) paying Chalice $50,000 cash ($25,000 paid on signing and $25,000 by October 3, 2003[paid]);

b) issuing 200,000 of our shares to Chalice (issued November 4, 2002);

c) granting Chalice a US$2,000,000 cash royalty, to be paid out of production on the property in eight equal quarterly payments of US$250,000 beginning after the ninth month of continuous commercial mining operations on the property.



Pursuant to the buy-back agreement, the Eskapa Property Option/Joint venture Agreement with Chalice terminated and we now hold a 99% interest in any mining operations which may be established on the property.



The option payments from Chalice provided us with the funding to resume exploration on the Eskapa property in 2001 to identify and drill new targets for precious-metal mineralization.  Compilation of our previous exploration data outlined ten (I-X) prospective mineralized zones within the stratovolcano core zone, but exploration attention was instead focused in the Breccia Area to the southwest where considerable breccia was found and then evaluated using geologic mapping, rock-chip sampling, and running IP surveys.   These zones could be interpreted as the fault-offset continuation of those found in the stratovolcano core zone.  However, although the breccia zones contain anomalous mercury and, locally, antimony, arsenic, and zinc, no values for gold or silver are present.  The only attempt at drilling in the Breccia Area encountered faulting and no indication of precious-metal mineralization was intersected.  Exploration for a concealed significant copper deposit related to the oxide-copper-mineralized pebble breccia bodies of the Copper Zone also did not yield positive results from drill testing one of the IP chargeability targets.  A cored intersection through one of the pebble breccia bodies (DDH-EK-01-1C) yielded a 1.0 meter true width of 5% copper and 10 ppm (g/mt) silver.  The decision was made to locate a deep drill test of one of the vuggy

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silica-barite zones (Zone III) in the stratovolcano core zone.  The test (DDH-EK-01-11) was sited toward the far southeast end of Zone III, using DDH-EK-99-02 as control, and made a complete drill intersection through the vuggy silica target at a depth between 392.70 to 457.10 meters depth.  The intersection revealed toward the footwall of the zone, the vuggy silica-barite rock is cut by massive veins/veinlets of gold-bearing, high-grade copper-silver-antimony-bismuth sulfosalt/sulfide mineralization.   The analytical results, solely on the recovered part of one of the veins (0.20 meters apparent width), give a glimpse of the tenor of the mineralization which might be more extensive elsewhere along this and similar mineralized zones.  This vein sample contains 1890 ppm (g/mt) silver, 6.1% copper, 4.18% antimony, and 2.93% bismuth with 1.180 ppm (g/mt) gold and occurs in an interval (0.75 meters true width) of vuggy silica-barite (445.45 to 446.95 meters) which contains 0.583 ppm (g/mt) gold, 331 ppm (g/mt) silver, 1.04% copper, 0.71% antimony, and 0.43% bismuth.  Toward the top of the interval is a silica-barite veinlet interval with 1.280 ppm (g/mt) gold and 89.0 ppm (g/mt) silver and low copper, antimony, and bismuth.  This veinlet is relatively gold-rich and is considered different perhaps reflecting late-stage, secondary gold veins or gold deposition.  Although the deep intersection revealed that the mineralizing system below the stratovolcano core zone becomes auriferous and could contain high-grade copper-silver-antimony-bismuth mineralization, no funding was available at that time to continue follow-up drilling elsewhere along the numerous prospective zones.



When the results of DDH-EK-01-11 are combined with those from DDH-EK-99-02, the cross section demonstrates that the vuggy silica rock and contained precious-metal mineralization of Zone III are surrounded by outlying coherent/well-developed haloes of argillic and advanced-alteration and anomalous base- and pathfinder-metal zoning.  The spatial relationship of the alteration and base and pathfinder metal zoning in cross section importantly provides a guide to the position of the centrally positioned vuggy silica rock and deeper seated gold-silver-copper-antimony-bismuth mineralization. From the cross section, the outlying haloes of pathfinder and base metals surround the target zone and show that, at high levels in the system, anomalous values in outcrop samples, especially for silver, base and pathfinder metals (i.e. mercury, antimony, and arsenic) are the shallow expression of deep-seated, gold-bearing, high-grade, copper-silver-antimony-bismuth sulfosalt-sulfide mineralization.   Extrapolated to the other nine mineralized zones in the stratovolcano core zone, whose surface expressions are also marked by anomalous pathfinder metals, suggests that the deep-seated, gold-bearing, high-grade, copper-silver-antimony-bismuth sulfosalt-sulfide mineralization may likely be widely distributed at depth within various zones.  The ten zones can be traced confidently across the floor of the eroded stratovolcano core zone for over 11 kilometers of cumulative strike-length distance. Another +3 kilometers of cumulative strike length can be inferred in areas of cover and where zones are open ended.  Management believes the remaining potential for discovery of substantial amounts of vein, veinleted, and breccia-hosted gold-bearing, high-grade, copper-silver-antimony-bismuth mineralization is considered very good (although subject to the numerous risks and uncertainties of mineral exploration  see Risk Factors) and should be pursued in the future with a rigorous drill testing.  The exploration objective is to discover a cumulative resource containing +25M metric tons in the range of +2 to +8 g/mt gold, +1500 g/mt silver, 5% to 8% copper, 2% to +4%  antimony, and 2% to 4% bismuth.  This target is postulated to occur along parts of the mineralized zones and would be accessible for selective underground mining methods via level tunnels driven underneath the stratovolcano core zone.  A drill program involving 4,500 meters of core drilling in up to 12 holes is proposed to test at depths of up to 400 meters along Zones I-II, III, IV, V, IX, and X at a cost of approximately US $1,000,000.  We plan to resume exploration on the Eskapa precious metal prospect during 2005.  As of the date of this Annual Report, we have not yet resumed such exploration activities.  There are a number of risks and uncertainties associated with mineral exploration, many of which are out of our control and there can be no assurance that any exploration efforts will result in discovery of commercial mineralization on this property, which does not contain any known quantities of mineralization at this time.  See Risk Factors and Special Note Regarding Forward Looking Statements.



The Eskapa property covers approximately 3,700 hectares and consists of the Eskapa concession (concession #4717), a principal 2885-hectare exploitation concession which covers most of the west half of the Cerro Eskapa stratovolcano.  This large concession encompasses two smaller concessions, Estrella / Mi Morena (concession #4763) which together cover 115 hectares.  On the north side of the stratovolcano, the Eskapa II concession covers 700 hectares.



The concessions are owned by Empresa Minera El Roble S.A. (El Roble), a company controlled by a Bolivian national, Patricio Kyllmann, who is one of our Directors.  Our Bolivian subsidiary, Emibol S.A. (Empresa Minera Boliviana S.A.) earned a 99% interest in any mining operations which may be established



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on the concessions pursuant to an agreement dated April 16, 1996 and as amended November 23, 1998 with El Roble.  Emibol S.A. paid all costs for the staking of these concessions and under the agreement, Emibol S.A. is required to make all expenditures on the concessions in exchange for a 99% interest in any mining operations which may be established on the concessions while El Roble is required to continue to hold title to the concessions and is entitled to a 1% interest in such operations.



The property is subject to a net smelter royalty of an aggregate of 0.6 % payable to Robert Kell, Front Range Exploration Corp., and El Roble S.A., and to a US$2,000,000 cash royalty payable to International Chalice Resources Inc., to be paid out of production on the property in eight equal quarterly payments of US $250,000 beginning after the ninth month of continuous commercial mining operations on the property.



Patent fees of approximately (depends upon US$/Boliviano exchange rate) US$2.00 per hectare must be paid annually to the Bolivian government in order to maintain the mining concessions.   The Eskapa Property is without a known body of commercial ore and our activities to date have been exploratory in nature.



LOS ZORROS PROPERTY

We, through our Chilean subsidiary, Minera Samex Chile S.A., have approximately 7,800 hectares of mineral concessions in the Los Zorros district situated 60 kilometers south of Copiapo, Chile.  The exploration objective at Los Zorros is discovery of several bulk-tonnage gold, copper-gold, and/or gold-silver-copper deposits.



Geologic interpretation of the Los Zorros district suggests that multiple mineralizing events are possibly related to a porphyry intrusion underlying parts of the area. The bulk tonnage-style targets are geologically diverse and include: porphyry-hosted copper-gold, gold-silver-copper mantos and altered sill-hosted vein/veinlet/disseminated mineralization, gold-silver-copper-mineralized breccia bodies, and epithermal mantos-hosted gold.  Emplacement of altered/copper-gold-mineralized quartz-eye porphyry centered on the property, may have been controlled by dilational opening (extension) produced by the stress-strain regime of the regional Atacama Fault system.  The vein swarm mineralization appears to comprise an extensive sigmoidal-loop (S-shaped) fracture system produced by wrench movements between large-scale regional faulting.  The gold-mineralized breccia and mantos likely represent later stages of the above mineralizing events.



Target identification/delineation at Los Zorros has been facilitated by the completion of an airborne orthographic photo survey over the entire property, ground topographic surveys, continuing detailed geological mapping, rock chip sampling/assaying, surveying/mapping of old workings, mines and prospect pits, and reviews of limited previous drilling by earlier parties.  Whole-rock geochemical analyses and thin section examination of the various rock types was also undertaken to help interpret the mineralization.   During 2004, we completed 8,617 meters of diamond core drilling in 26 holes, 10,800 meters of bulldozer trenching in 65 trenches and more than 3,100 trench and surface samples/assays.   Norex Drilling Limitada, a Chilean subsidiary of a Canadian company, Norex Drilling International, conducted the drilling using two drill rigs. The exploration work during 2004 was focused in Exploration Areas I, II, and III which are only a portion of the seven target/project areas that we have identified to-date. (We have changed the nomenclature used to identify specific areas of focus within Los Zorros to better reflect the expanding number, size and diversity of targets being defined as exploration continues.  Previously described Targets I through VII are now referred to as Exploration Areas I through VII.  Within each Exploration Area, there may occur unique areas of focus that will be alphabetically labeled Targets A, B, C etc..)



Our exploration at Los Zorros has identified seven Exploration Areas to-date within the Companys land holdings which cover 78 square kilometers.  Exploration Areas II through VII encompass numerous old, small gold, silver, copper and barite mines and prospects in low hills (elevations ranging from 700-900 meters) situated along a six-kilometer trend adjacent to a central pampa (plain) where a quartz porphyry intrusion hosts copper-gold mineralization (Exploration Area I).  Due to the number of targets within the Los Zorros property, the extensive size, and character of the alteration and mineralization of each individual area, each Exploration Area is being explored as an individual project.  Below are summaries of each of the Exploration Areas identified thus far and exploration results obtained to-date:



Exploration Area I  Exploration Area I is situated in an area of pampa and low-lying hills with numerous

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prospected showings of fault-hosted, fracture-controlled and veinleted, oxide-copper mineralization.  Bulldozer trenching has exposed a large copper-gold-molybdenum anomaly within variably leached rocks over an area measuring approximately 1,000-meters long and 800-meters wide (open-ended to the east) with anomalous copper (>250 ppm), gold (>100 ppb) and elevated molybdenum (>10 ppm) in trench (see table below) and outcrop samples.



|Trench                                            | Length
In Meters | Average Copper
% | Average Gold
ppm* | Average Molybdenum
ppm
|------------------------------------------------- | ---------------- | ---------------- | ----------------- | ----------------------
|P-1                                               | 106.0            | 0.105            | 0.039             | 20                    
|P-2                                               | 219.0            | 0.252            | 0.103             | 13                    
|P-3                                               | 213.4            | 0.186            | 0.212             | 33                    
|P-5                                               | 67.0             | 0.266            | 0.189             | 20                    
|P-6                                               | 110.8            | 0.145            | 0.256             | 12                    
|P-9b                                              | 104.3            | 0.066            | 0.069             | 18                    
|P-9c                                              | 89.0             | 0.077            | 0.018             | 51                    
|P-16                                              | 129.4            | 0.277            | 0.149             | 12                    
|P-18                                              | 207.3            | 0.102            | 0.081             | <2                    
|C-1                                               | 199.0            | 0.069            | 0.100             | <6                    
|LR1-17                                            | 51.0             | 0.051            | 0.580             | 17                    
|Weighted average of trench
samples in target area | 0.151            | 0.143            | 17               

* Analytical results are reported in parts per million (ppm).  1 ppm = 1 gram/metric tonne (g/mt)



The geologic setting of this target has been disclosed by trenching to be porphyritic diorite and quartz diorite which has been strongly hypogene altered (clay-silica and sericite-pyrite) and cut by later igneous dikes.  Strong supergene effects have produced secondary clays plus iron-oxide and oxide-copper minerals.  The oxide-copper mineralization occurs in all rock types mostly as copper wad and chysocolla along abundant fractures, structurally controlled wide zones of multiple orientation, and as strong disseminations in altered diorite.  The original copper mineralization appears likely to have been comprised of gold-bearing, copper sulfide (chalcopyrite) associated with the hypogene alteration within the porphyritic dioritic rocks.



During our phase-one drilling program in 2004, six core drill holes tested only a portion of the porphyry intrusions, encountering long intervals of low-grade copper/gold mineralization (see table below) in each hole.  Drilling was principally along a 500-meter long fence of four inclined holes (P1, P2, P3, P4) which were spaced on an east-west line, systematically testing across the central part of the large copper/gold anomaly defined earlier by trenching.  Two additional inclined holes (P5 and P6) were drilled 200-meters southwest, and 400-meters south of the fence, respectively.



|Hole #    | From  | To    | Interval (m) | Cu %  | Au ppm
|--------- | ----- | ----- | ------------ | ----- | ------
|P1        | 5.45  | 228   | 222.55       | 0.163 | 0.061 
|including | 16.7  | 37    | 20.3         | 0.499 | 0.051 
|          | 14    | 86    | 69.3         | 0.236 | 0.045 
|AND incl. | 206.5 | 227   | 20.5         | 0.404 | 0.276 
|P2        | 7.5   | 245.8 | 238.3        | 0.144 | 0.117 
|including | 178   | 204   | 26           | 0.31  | 0.216 
|P3        | 2.1   | 330   | 327.9        | 0.175 | 0.147 
|including | 2.1   | 72    | 69.9         | 0.29  | 0.243 
|P4        | 6.5   | 306   | 299.5        | 0.163 | 0.108 
|including | 9.5   | 86.75 | 77.25        | 0.249 | 0.145 
|OR incl.  | 9.5   | 132   | 122.5        | 0.237 | 0.152 
|P5        | 6.3   | 293.2 | 286.9        | 0.035 | 0.03  
|P6        | 7.5   | 221.5 | 214          | 0.083 | 0.057 





Evaluation of the drill data suggests that this mineralization may represent the low-grade, distal zone or

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outer halo to more intensely altered and better mineralized parts of the porphyry copper/gold system within Exploration Area I.  Conclusive interpretations of the geologic features and geochemical results of Exploration Area I are not yet complete and work is in progress to advance a deeper understanding of the mineralizing system.  The porphyry system extends over a large area and will be followed up with phase-two drilling after further analysis of phase-one drill results have more clearly defined the influences, controls and direction of the mineralizing source.  Further work within Exploration Area I will focus on searching for other areas of higher grade oxide and secondary sulfide mineralization which are advantageously positioned at shallow depths and for protore zones of combined high copper/gold grade with significant width.  (Additional details concerning Exploration Area I are reported in SAMEX News Releases No. 1-04, 2-04 and 8-04, copies of which are attached to our Annual Report for the fiscal year ended November 30, 2004 which was previously filed on April 14, 2005 under Form 6-K (the 2004 Annual Report).)



Exploration Area II Exploration Area II is comprised of an area where gold was previously mined on a small scale via open cut methods and which is marked by strong clay alteration and silicification with abundant iron-oxide minerals over an area about 500 meters long by 200 meters wide.  The gold mineralization occurs in mantos-like layers (intervals of altered tuff units) in a package of andesite flows and diorite sills which are gently dipping and positioned at shallow depths.  PIMA analyses of altered tuff samples from the mine area show mineral assemblages typical of high-level epithermal gold-mineralized systems (opaline, silica, silica-jarosite, alunite-halloysite-montmorillonite, smectite-kaolinite, serecite-pyrophyllite, illite-silica, gypsum-silica and jarosite silica).  The gold mineralization within the small local mine workings occurs with distinct clay alteration and silicification and may be much-more extensive beneath surrounding areas to the previous mining activity.  An additional prospective area may occur in down-dropped fault blocks to the south of the small mine workings where favourable stratigraphic intervals are concealed beneath capping siliclastic and volcaniclastic sedimentary rocks.



Phase-one reconnaissance drilling and trenching in Exploration Area II identified four important prospective targets (A through D) for gold (-silver) and copper-gold mineralization.  The four targets are spatially separate and distinctly different from each other with respect to geologic setting and features of the mineralization.  Following are brief summaries of Targets A, B, C and D in Exploration Area II (additional details and tables of significant geochemical analytical results are reported in SAMEX News Release No. 1-05, a copy of which is attached to our Quarterly Report for the three months ending February 28, 2005 which was previously filed on April 29, 2005 under Form 6-K (the 2005 First Quarter Report).):



Target A - Two holes, ML-04-01 and ML-04-02 were drilled in the Target A area where gold-mineralized mantos and underlying thick hydrothermal breccia was intersected and could comprise an extensive zone along the contact and outer margin to a sill-like porphyritic diorite intrusion.  Core drill hole ML-04-01 was aimed inclined (-45owest) to test shallow, mantos-hosted gold mineralization prospected with small mine workings.  The mantos zone was intersected between drilling depths of 27.0 to 31.7 meters and was found to be comprised of a vuggy silica, clay-altered and replaced interval within perhaps what was a volcanic unit (tuffaceous) or volcaniclastic rock.  Abundant, disseminated, fine-grained pyrite is also present.  The gold content ranges from 1.240 g/mt to 4.140g/mt and averages 2.579 g/mt with a silver average credit of 15.9 g/mt over a true width of 4.4 meters.  Of importance, the gold-mineralized mantos occurs within a very wide halo of strongly anomalous gold values (see weighted average geochemical results in News Release No. 1-05).  The hangingwall interval to the mantos (5.40 to 27.0 meters depth) averages 0.275 g/mt gold and the entire footwall interval of mostly silicified/clay-altered hydrothermal breccia (31.7 meters to 102.7 meters) averages 0.167 g/mt gold. (NOTE - Analytical results are received in parts per million (ppm).  1ppm = 1 gram/metric tonne (g/mt))



Target B is a thick, gold-bearing mantos interval positioned and concealed beneath a diorite sill and represents a blind discovery crossed by two holes, ML-04-06 and F-04-02.   Drill hole ML-04-06 was drilled 600 meters west of Target A.  The core hole penetrated down through a diorite sill to +/-125 meters drilling depth, then underlying andesite volcanic rocks, and then entered into strongly altered, layered and stratified sedimentary rocks including: fine-grained calcareous silts, marls, volcaniclastic rocks and a meta-evaporite sequence of bedded gypsum and anhydrite.  The sedimentary rocks overlying the evaporite rocks are strongly silicified and replaced possibly with some fine-grained barite, and have a vuggy texture containing drusy crystalline quartz and Fe-carbonate (ankerite) plus variable amounts of pyrite.  The underlying sequence including the lower part of the anhydrite unit is replaced by variable

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amounts of banded massive pyrite and specular hematite. A second drill hole, F-04-02, was sited 170 meters to the west, aimed eastward inclined at -50o  and made a similar intersection crossing through the prospective stratigraphic interval.  In both holes, the altered packages of sedimentary rock below and above the gypsum-anhydrite unit were found to contain anomalous amounts of silver, copper, mercury, and arsenic.  Upper and lower subintervals of anomalous gold importantly also occur within the altered sedimentary rock packages.  The geologic setting of reactive calcareous sedimentary rocks, character of the alteration (silicification) and geochemical signature (weighted average geochemical results are reported in SAMEX News Release No. 1-05, a copy of which is attached to our Quarterly Report for the three months ending February 28, 2005 which was previously filed on April 29, 2005 under Form 6-K (the 2005 First Quarter Report) of prominently anomalous amounts of pathfinder metals mercury and arsenic, suggest that the intersected thick mantos interval could be the more-distal, low-grade part to a large epithermal gold-silver deposit.



Target C is a stockwork-veined porphyritic intrusion with strongly anomalous copper-gold-mercury content which is concealed beneath pampa cover and was discovered by the drilling of hole ML-04-03 (300 meters north of Target A).  The hole was drilled in covered pampa to investigate the interesting geochemical results for gold, silver, and copper intersected in an earlier reverse-circulation hole drilled by a previous party.  The hole penetrated a strongly altered porphyritic diorite intrusion to a final depth of 537 meters.  In the upper part of the drill hole (i.e. 124.00 to 318.30 meters), the intrusive is cut by numerous (>5 veinlets/meter to >20veinlets/meter) anhydrite veinlets and veins, a few well-mineralized with conspicuous globs of chalcopyrite.  Below 318.30 meters to 445.00 meters, complicated and abundant (to 40 veinlets/meter) quartz-pyrite stockwork veinleting dominates.  This latter style of veinleting returns to moderate abundance from 486.00 meters to the bottom of the hole.  Minor visible chalcopyrite is observed in some of the quartz veinlets.   In the drill hole, the intrusion retains, in many places, a relict propylitic alteration (chlorite-magnetite-pyrite), but is largely converted by a second alteration to clay-silica-pyrite and locally quartz-sericite-pyrite.  This superposed hydrous alteration is related to the emplacement of the anhydrite and quartz pyrite veining and chalcopyrite mineralization.  Essentially, the entire drill hole contains anomalous copper (>100 ppm to mostly <1000 ppm) and, anomalous amounts of gold (>0.100 ppm to 0.480 ppm), are also present over numerous, some long, intervals (weighted average geochemical results are reported in SAMEX News Release No. 1-05, a copy of which is attached to our Quarterly Report for the three months ending February 28, 2005 which was previously filed on April 29, 2005 under Form 6-K (the 2005 First Quarter Report)).  Elevated amounts (10 ppm to 64 ppm) of molybdenum also appear from a depth of 498.45 meters to the bottom of the hole.  One anhydrite-veined zone of more intense chalcopyrite mineralization runs 1.84% Cu over a 2.75 meter width.  The nature of the pervasive alteration and associated heavy pyritization suggests that the hole penetrated across the outer (east) margin of a porphyry copper intrusion and that the centrally positioned potassic-altered, copper-gold-mineralized core lies to the west of the drill hole.  Two holes ML-04-04 and -05 were drilled in covered pampa to the east of ML-04-03 and results show that these were located outside of the altered and mineralized portion of the intrusion.  Further drilling will be carried out in the phase-two drill program to pursue Target C beneath covered pampa to the west of drill hole ML-04-03.



Target D - Trenching and sampling conducted 1500 meters west of Target A, exposed gold mineralization hosted in silicified and clay-altered quartz-eye porphyritic intrusion.  A series of four, east-west-oriented trenches were excavated across an area of outcropping ridges of intrusive diorite previously prospected with old pits.  Two trenches (TMW-9 and TMW-10) are positioned on the south side of an east-west quebrada (dry gulch) and lie end to end to comprise one 220-meter long cut.  These trenches expose iron oxide-stained, clay-alteration and silicification with significantly anomalous gold content (0.207grams/metric tonne over 36 meters and 0.326 grams/metric tonne over 180 meters)) over a combined true length of approximately 200 meters (see weighted average geochemical results in News Release No. 1-05, a copy of which is attached to our Quarterly Report for the three months ending February 28, 2005 which was previously filed on April 29, 2005 under Form 6-K (the 2005 First Quarter Report)).  Weakly anomalous copper values (123 ppm to 400 ppm) are associated with the anomalous gold values in some samples.  Trench TMW-11, which is due north of TMW-9 and TMW-10, did encounter low-level detectible gold in all samples and a few values are at anomalous levels (0.114 ppm to 0.377 ppm).  Trench TMW-13, which lies west of trench TMW-11, also exposed numerous intervals with detectible to anomalous gold values.



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Exploration Area III- Exploration Area IIIis a large area hosting a complex swarm of numerous barite veins which have been historically mined in many places on a small scale for gold and barite.  The area has been geologically mapped and veins have been sampled in most exposures.  Numerous bulldozer trenches have been completed and sampled as three meter-long channel cuts.  Detailed geologic mapping and geochemical analytical results together outline a target area 1200 by 800 meters of principal gold-bearing barite veins which comprise a complex swarm cutting across limestone, sedimentary and volcanic rocks and underlying diorite sill.  The area is being explored for several types of bulk-tonnage, gold-silver and gold-silver-copper sulfide deposits including Candelaria-type gold-silver-copper mantos and altered sill-hosted vein/veinlet/disseminated mineralization.



Veins of the swarm within sedimentary/volcanic rocks are composed of coarse-bladed barite, minor quartz, with interstitial oxide-iron and -copper minerals and range in width from tenths-of-meters to several meters.  In many places, the veins were mined for free gold to the shallow depths where the water table was encountered.  Sampling has shown that all of the oxidized barite veins carry anomalous to moderately high amounts of gold; many, in addition, also contain significant amounts of copper and silver as shown in the following table of weighted average grades for 181 samples across the veins:



|                       | Width
meters | Gold
ppm* | Silver
ppm* | Copper
ppm
|---------------------- | ------------ | --------- | ----------- | ----------
|Maximum Value          | 3.1          | 17.8      | 32.1        | 58,600    
|Minimum Value          | 0.1          | 0.01      | 0.01        | 3         
|Average                | 0.82         |           |             |           
|Weighted Average Grade |              | 1.35      | 3.5         | 3,721     

* Analytical results are reported in parts per million (ppm).  1 ppm = 1 gram/metric tonne (g/mt)



In places where the vein zones are exposed at the surface in diorite sill (beneath the overlying sedimentary/volcanic rocks), much-broader widths of hematite-silica-clay alteration is formed.  Trenching has shown that these oxidized zones in sill attain appreciable widths and carry anomalous gold (see table following), with many samples containing weakly anomalous silver, copper, and mercury.



|Trench        | Number of Samples Over
Length in Meters             | Average Gold
ppm*
|------------- | --------------------------------------------------- | -----------------
|TN1           | 14 samples over 42 meters                           | 0.267            
|TN2
including | 34 samples over 102 meters
5 samples over 15 meters | 0.389
1.204      
|TN3           | 26 samples over 78 meters                           | 0.472            
|TN4           | 13 samples over 63 meters                           | 0.202            
|TN5           | 22 samples over 66 meters                           | 0.245            

* Analytical results are reported in parts per million (ppm).  1 ppm = 1 gram/metric tonne (g/mt)



Below strong oxidation effects toward the bottom of a 20-meter deep shaft sunk at the south end of the swarm, the vein is comprised of covellite-chalcocite-pyrite with discernable sparse relict chalcopyrite (1.5 meters wide grading 4% copper, 120 g/mt silver, and 7 g/mt gold).  The wallrock to this vein is pervasively pyrite-sericite-clay altered and cut by minor quartz-barite veins and veinlets.  The extent, abundance and complexity of principal veins comprising the swarm, plus their well-mineralized nature, may indicate proximity to a large-sized source system preserved at depth.



Exploration work carried out during 2004 in Exploration Area III included: geologic mapping and surface outcrop rock-chip sampling mostly across principal vein structures (193 samples), approximately 2000 meters of trenching (14 trenches/520 channel samples), and 3,799.5 meters of core drilling in 10 holes.  The phase-one reconnaissance drilling and trenching program identified five targets (A through E) prospective for gold ore-bodies.  Four targets, A-D, hosting disseminated-style gold mineralization are locally exposed at surface in outcrop and now in trenches.  A fifth target, E, with potential for high-grade gold mineralization (15.96 g/mt gold over a true width of 7.66 meters or 0.51 oz/mt over 25.12 ft.), was discovered by drilling and has not yet been found to outcrop at the surface.  The targets are located in a large area (1500- meters long by 1000-meters across) encompassing a gold-copper-silver-mineralized barite vein swarm where the upper oxide parts of some principal veins of the swarm have been mined historically

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on a small scale for gold, copper and barite.



The principal veins are steep with widths between 0.3 to 2.0 meters and cut gently east-dipping calcareous siliclastic and volcaniclastic sedimentary rocks, limestone, and volcanic mud-flow breccia.  A few porphyritic diorite sills are present at depth within the stratigraphic section and a small number of late mafic dikes cut across the area.  The barite veins, related/contained gold-copper mineralization, and newly defined targets likely originated from ascending solutions from a deep-seated porphyry copper intrusion beneath the area.  Of important interest, ore-forming, epithermal processes have affected, over a sizeable area, certain favorable calcareous volcaniclastic and siliclastic sedimentary rock units and a brecciated porphyritic diorite sill interval.



So far, the extensive gold mineralization exposed in trenches and the few drill holes of phase one appears to comprise the low-grade halo positioned distally to possibly more-concentrated gold (-silver-copper) mineralization mostly hosted in the meta-sedimentary rock section somewhat akin to a Carlin-like geologic setting.  This is supported by (1) the consistent presence of anomalous mercury and more-erratic anomalous arsenic (pathfinder metals) occurring with the gold mineralization, (2) the low-grade nature of alteration mineral assemblages of clay-chlorite-Fe-carbonate-pyrite-+/-specular hematite in gold-mineralized mantos sedimentary/volcaniclastic layers and silica-clay-pyrite with the high-grade gold occurrences in the brecciated sill interval, and (3) widespread predominance of bladed barite in vein structures.  Geochemical results from drilling and surface sampling tentatively suggest that gold- (copper-silver) mineralization of both a black-matrix breccia (Target E) and mantos intervals (Target B) may extend in an eastward direction toward the range front and beneath an east-dipping thrust fault zone and over-riding major anticlinal dome outlined by recent geological mapping.  Evaluations and interpretations of the geologic features and geochemical results of Exploration Area III are not yet complete and work is continuing to advance our understanding of the encountered mineralization.  Modifications to target ideas and or geologic concepts may result from this ongoing exploration work.



Targets A, B, C, and D - Three spaced zones (Targets A, B and C) of disseminated, low-grade gold mineralization have been found by trenching to occur within the area of the principal copper-gold-mineralized barite vein swarm.  The three zones trend sub-parallel in roughly a north-south direction and consist of steeply oriented veins and abundant veinlets cutting volcaniclastic and calcareous siliclastic sedimentary rocks.  In Target B, disseminated-type gold mineralization may occur within gently east-dipping, favorable mantos layers and underlying altered/brecciated diorite sill.  The gold mineralization in trench and outcrop exposures for all these targets is in the near-surface oxide zone, which drilling shows to extend to depths ranging from 50 to 70 meters.  The gold was likely liberated via oxidation breakdown of pyritiferous fracture veinlets, disseminated pyrite in mantos layers and pyrite-chalcopyrite in barite veins/veinlets.  Target A has been cut only in one trench TN-1, which over a 42-meter horizontal width, contains a weighted average grade of 0.267 g/mt gold.  Target B can be seen to be quite broad with a horizontal width in trench TN-9 of 130.60 meters carrying a weighted average grade of 0.757 g/mt gold; and in end-to-end trenches: TN-2 - 90.0 meters with weighted average grade of 0.428 g/mt gold, and trench TN-3 - 117 meters with a weighted-average grade of 0.558 g/mt gold.  These substantial horizontal widths may reflect, in part, sampling in areas across gently dipping, thick, mineralized mantos layers, and this will be further evaluated by phase-two sampling and drilling.  Part of Target B was also intersected by trench TN-12.  Target C has been partially cut in four trenches.  Weighted-averaged results include: TN-4 with 21.0 horizontal meters of 0.271 g/mt gold; TN-11 with 30.7 meters of 0.203 g/mt gold; TN-6 with 12.0 meters of 0.901 g/mt gold; and TN-13 exposing a 26.15 meter horizontal width containing 0.254 g/mt gold including 17.05 meters of 1.8 g/mt gold.  The three gold-mineralized zones, Targets A, B, and C, and principal veins are cut off to the south along an east-west trending complicated fault zone, but could have fairly continuous northward extents of between 1000 meters up to 1200 meters.  As it turned out, trenching and drilling were started at the very south end of the mineralized zones in this fault complicated area.  Geologic mapping shows that, to the north, there are only a few faults with minor displacements of the principal vein structures which also suggests the mineralized zones should be little-disrupted (offset) along-strike continuity.



A fourth zone of gold mineralization (Target D) has been found via surface outcrop, old prospect pit sampling and along the eastern part of trench TN-14 with 17.65 meters horizontal width containingaweighted average of 0.685 g/mt gold.  The gold mineralization occurs as a north-south striking, steeply east-dipping, clay-silica altered zone cutting volcaniclastic rocks and diorite sill.  In the best exposure, the zone

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has ahorizontal width of between 20 to 25 meters.  So far, the zone has been physically traced 250 meters along strike and is open ended to the north.  Scattered sampling of prospect pits exposing oxide-copper/-iron mineralization along specific structures and outcrops along the projected trace of the zone shows variable grades of 0.065 to 1.35 g/mt gold over sample widths of 1.0 to 1.8 meters.  Hand trenching and, where possible, bulldozer trenching is planned for phase-two exploration in an attempt to expose and sample the entire width of the zone and extend its strike length to the north.



Only three drill holes (DDH-N-04-01, -02 and -06) have so far attempted to test the disseminated gold mineralization of Targets A and B.  DDH-N-04-01 crossed a fault structure and intersected Target A and a principal vein structure at much greater depth (208.00-225.00 meters) than intended. The 17.0-meter (apparent width) intersection ran 0.487 g/mt gold and 0.33% copper.  DDH-N-04-02 intersected three spaced intervals with anomalous gold mineralization positioned below the east part of Target B.  The best of these (40.00-53.45 meters) contained 0.668 g/mt gold with anomalous copper (775 ppm).  DDH-N-04-06 did not intersect Target B because it was positioned south of an unforeseen truncating east-west fault zone.  Targets C and D were tested in one area by DDH-N-04-05 and -08.  The high-grade gold intercepts of Target E in DDH-N-04-05 were an inadvertent positive result of this drilling.  These holes also intersected numerous intervals of anomalous gold (0.103 to 2.270 g/mt) and copper (121 to 9160 ppm) positioned both above and below the high-grade, black-matrix breccia of Target E.  One hole (DDH-N-04-03) intersected several strands of one of the principal veins (71.80 to 80.00 meters) grading 1.528 g/mt gold, 3.3 g/mt silver and 4256 ppm copper over a true width of 7.46 meters.  Another hole (DDH-N-04-04) from the same drill pad encountered fault problems but did intersect numerous intervals of weakly anomalous copper (134 to 1565 ppm) and silver (1.2 to 2.7 ppm).



Further core drilling of Targets A, B and C will focus on discovering better grades of gold mineralization by exploring the thicker mantos layers within favorable intervals of the volcaniclastic/sedimentary stratigraphic section, and also in the clay-silica-pyrite-altered and much-brecciated upper part of the deeper diorite sill.  There is considerable untested area open to the north along strike from where 2004 exploration trenching and drilling were carried out.  Additional exploration is particularly warranted in Target A, which extends for a 1000 meter strike length with a width of 250 meters, and contains the highest overall gold content in surface samples of veins of the target areas A, B and C.  For Target D, drilling will test the down-dip continuation of this mineralization toward and beneath the thrust fault and anticlinal dome structure.



Target E Target E in Exploration Area III is a new and intriguing high-grade occurrence of gold mineralization that was intersected by core drilling (DDH-N-04-05) and represents a blind discovery.  The occurrence is comprised of two high-grade intervals, each having true widths of 1.53 meters, and containing 35.4 g/mt and 40.1 g/mt gold, respectively.  These intervals are positioned in the marginal parts to a black-matrix breccia within an altered and sulfide-mineralized, fragmented porphyritic diorite sill.  The average grade of the intersected black-matrix breccia interval is 15.96 g/mt gold over a true width of 7.66 meters.  Follow-up fire-screen assay analyses (see Table 1 below), using reject material, returned a higher grade of 19.88 g/mt (0.64 oz/mt over 25.12 ft.) and also shows the gold is mostly contained within the fine-grained size fraction (-150 mesh) likely associated with the disseminated sulfide minerals (pyrite and some chalcopyrite).Alteration within the breccia interval includes strong pyritization with clay alteration and silicification.  The black matrix coloration may reflect a carbonaceous (organic) content (component).  A greenish colored, clay alteration envelope was noted during logging and may be related to the gold mineralizing processes, but this possible relationship needs further evaluation.



Table 1  Check Fire-Screen Re-Assay Results  DDH-N-04-05 (Target E)



|Sample no. | From To | Total Sample Weight | Au grade
Combined Size Fractions
Wt. Average Two Analyses | Au grade Fine Fraction approx.
-150 mesh | Weight Fine Fraction approx.
-150 mesh | Au grade Coarse Fraction  approx. +150 mesh | Weight Coarse Fraction approx. +150 mesh | Check Assay 1
Fine Fraction approx.
-150 mesh | Check Assay 2
Fine Fraction approx.
-150 mesh
|---------- | ------- | ------------------- | --------------------------------------------------------- | ---------------------------------------- | -------------------------------------- | ------------------------------------------- | ---------------------------------------- | --------------------------------------------- | ---------------------------------------------
|           | m.      | g                   | g/mt                                                      | g/mt                                     | g                                      | g/mt                                        | g                                        | g/mt                                          | g/mt                                         



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|N-04-05-101      | 230.0-232.0 | 995.45  | 43.80              | 39.1   | 953.50 | 151.00  | 41.95  | 40.0  | 38.2 
|---------------- | ----------- | ------- | ------------------ | ------ | ------ | ------- | ------ | ----- | -----
|N-04-05-102      | 232.0-233.4 | 1007.12 | 0.110              | 0.12   | 960.20 | <0.05   | 46.92  | 0.13  | 0.11 
|N-04-103         | 233.4-235.0 |         | <0.050
orig. assay |        |        |         |        |       |      
|N-04-05-104      | 235.0-238.0 | 975.82  | 4.580              | 2.800  | 925.80 | 37.50   | 50.02  | 2.99  | 2.60 
|N-04-05-105      | 238.0-240.0 | 982.50  | 48.60              | 37.90  | 930.50 | 241.000 | 52.00  | 34.80 | 40.90
|Weighted average | 10.00       | 3960.89 | 19.877             | 16.265 | 3770.0 | 89.665  | 190.89 | 15.88 | 16.62



Follow-up drilling of the high-grade intersection of DDH-N-04-05 (Target E) was attempted from the same drill pad with two holes (DDH-N-04-08 and -09).  DDH-N-04-08 was aimed at a shallow angle to the east and intersected the same breccia interval at 170 meters further down-dip which included a narrow interval of strong chalcopyrite mineralization with an interesting gold credit (1.39% copper and 0.302 g/mt gold  1.5 meters true width) within a wider interval (17.21 meters true width) of anomalous copper and gold mineralization (0.113 g/mt gold and 0.19% copper).  DDH-N-04-09, a vertical hole, appears to have just missed the breccia interval due to minor normal fault displacement.  A fourth near-vertical hole (DDH-N-04-10) was positioned 45 meters to the west and intersected the breccia interval 110 meters up-dip position from the intersection in DDH-N-04-05, but without significant gold or copper values.  This hole also exposed other breccia intervals at greater depth below Target E which contain anomalous gold and copper over a 41.5-meter interval (383.50 to 425.00 meters) averaging 0.227 g/mt gold and 454 ppm copper.  The drilling comprises a single cross section which shows that the prospective breccia interval (Target E) persists for a down-dip length of over 600 meters (open-ended) with gradual thickening to the east from 7.66 meters to 17.21 meters (true widths).  The altered and pyritized nature of the breccia interval within the geologic framework suggests that it could have a considerable, north-south, strike-length extent of 1000 meters or more.  This combined with the long down-dip extent comprises a very large prospective zone which has only been drill tested in one area and warrants a concerted follow-up drilling effort along strike to attempt to track the zone into consistent high-grades of gold and copper sulfide mineralization.  The thicker deeper zones intersected by DDH-N-04-10 may also prove highly prospective progressively closer to the source of the mineralization.



The black-matrix, brecciated porphyritic diorite sill with disseminated pyrite and chalcopyrite of Target E comprises a new and different type of geologic occurrence for gold mineralization on the Los Zorros property which is very intriguing for its high-grade gold content and good width characteristics [15.96 g/mt over 7.66 meters true width].  This occurrence will be further pursued by core drilling the prospective breccia interval along strike to the north and south starting at 100-meter spacing to find mineralization of consistent grade while maintaining or improving upon the encountered width.  During this secondary drilling phase, special attention will be paid to geochemical patterns of pathfinder metals and alteration features that could help vector exploration drilling into a major gold deposit discovery.  There certainly remains the possibility, that nearby, other highly prospective brecciated sill intervals also became gold-mineralized.



In summary, results of the phase-one drilling and trenching program within Exploration Areas I, II and III, have identified multiple targets related to several large porphyry copper-gold mineralizing centers underlying the property.  Our testing of these targets is at an early stage and our work thus far has been focused on only three of the seven Exploration Areas that have been identified to-date.  Our understanding of the mineralizing systems continues to advance and is being utilized to plan follow-up exploration work.  Details of these programs will be announced when plans are complete.  SAMEX encourages investors to review all previous results from its phase-one exploration program in order to more fully appreciate the diversity of targets and their potential.  Los Zorros is a very large and complex district-sized area that will take time and resources to thoroughly explore with good possibilities for major discoveries of gold, silver and gold-copper ore bodies.  See Special Note Regarding Forward Looking Statements and Risk Factors.







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Exploration Areas IV, V, VI and VII - As indicated above, the drilling and trenching program from July to December 2004 was focused in Exploration Areas I, II and III, which are only a portion of the seven Exploration Areas that have been identified to-date on the Los Zorros property.  Following are brief summaries of Exploration Areas IV, V, VI and VII that have yet to be explored by drilling and trenching:



Exploration Area IV - Exploration Area IV includes a gold-bearing, iron-oxide cemented breccia body cross-cutting the contact between limestone and underlying volcanic/volcaniclastic rocks with diorite sill.  A small open-pit gold mine within the breccia body (formerly identified as the San Pedro prospect) was worked in the early 1990s.  According to the operator, 150,000 metric tons was mined with an average grade of just over 3 g/mt gold.  The breccia is comprised of clasts that are up to several meters in diameter.  The controls of the breccia are in part structural and perhaps locally stratigraphic.  Breccia and related alteration features of silicification and barite deposition have been traced for 1,200 meters with thicknesses from several meters (distal) to over 40-meters at deepest depths observed.  Overlying alteration features, in places, are locally well-over 150 meters across.



Gold mineralization in the open-pit occurs in breccia which has been strongly affected by supergene leaching.  SAMEX sampling of the breccia exposed in the open-pit, show gold values ranging from 0.05 to 9.5 grams per tonne in 151 rock-chip samples.  The geochemical character of the breccia suggests that primary mineralization (breccia intra-clast cement) may have been comprised of gold-bearing, iron-copper+/-zinc sulfides with an epithermal character (overprint) of additional gold with associated anomalous arsenic and antimony.  The common presence of elevated to anomalous molybdenum values (up to 180 ppm) suggests that the source of the breccia-hosted mineralization may be a porphyry-copper intrusion.  Our drilling will be designed to test for possible extensions of the mineralized breccia body where mining has been historically focused, and, to determine whether the exposed parts of the breccia are actually the margin of a concealed, large central breccia pipe that could comprise a sizeable ore-body.  We are seeking to acquire an additional concession adjacent to this area.



Exploration Area V - Exploration Area V is a barite vein system hosted in andesite and volcaniclastic rocks.  The system is +700 meters long and nearly 300 meters wide.  Historic barite mining activity to shallow depths (+/- 15 meters), focused on steep-dipping veins that averaged a meter in width.  Barite is commonly associated with gold, silver and gold-silver deposits in epithermal environments.  SAMEX has mapped and sampled the vein sets and is planning drilling to test the down-dip character of the veins for possible gold, silver, and copper content.  The presence of complicated minor veining locally in outcrops suggests a bulk-tonnage target comprised of spaced major veins with intervening rocks containing abundant minor veins/veinlets.



Exploration Area VI  Initial geologic mapping has defined an area of strong hydrothermal alteration with geochemical values of gold, silver and copper that are characteristic of the high-level part, or outer halo, of a possible deeper seated epithermal, precious metal system.  A unique feature of the alteration found in Target VI is its unusually high sodium enrichment which is similarly reported to occur associated with the large copper/gold deposits of the Candelaria and Punta del Cobre District situated 40 kilometers north of Los Zorros.  The area of alteration is hosted in a thick diorite sill and measures 1500-meters (north-south) by 400- to 800-meters across (east-west).  The center of the alteration is just outboard in low-lying pampa to the west of a higher, range-front mine where barite breccia and mantos-hosted oxide-copper-silver mineralization was exploited on a small scale.  The alteration is characterized by hematite-clay-silica with later fracture-controlled superimposed clay-silica.  This style of alteration and weakly anomalous gold, silver, copper suggests a position above perhaps deeper seated, gold-copper-silver (Candelaria-type), or gold-silver (Andacollo-type) mantos- and related vein zone-hosted mineralization similar to other ore bodies in this lower Cretaceous geologic belt.



Initial reconnaissance chip sampling (44 samples) of scattered outcrops of clay-red hematite altered and silicified porphyry and diorite in the area showed common elevated (0.022 to 0.082 ppm) levels of gold with anomalous silver (1 to 6.1 ppm).  Eight samples contained weakly to moderately anomalous gold values (0.173 to 1.22 ppm) with anomalous silver (1.9 to 8.4 ppm), and mercury (110 to 1180 ppb).  Higher gold values (two samples, 4.73 ppm and 5.19 ppm) are restricted to a meter-wide, oxide copper-mineralized (to 3.04% copper) northeast-trending structure.  High sodium values (most >3%) and strongly depleted calcium (most <0.5%) and magnesium (most <0.2%) in the samples suggest the colorful alteration includes











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a peculiar sodic metasomatism which is noted to importantly occur associated with the copper-gold deposits at Punta del Cobre and Candelaria located in this same geologic belt.   Also in this area, barite-bearing mantos-hosted and breccia-hosted silver and oxide-copper mineralization to several meters thick occurs, replacing a limestone unit just above the zone of altered porphyritic rock.  Samples across the mantos and breccia are polymetallic in character containing anomalous copper (0.32% to 1.06%), silver (11.1 to 49.3 ppm), and zinc (1365 ppm to 9230 ppm).  Detectible elevated gold values (0.011 to 0.055 ppm) are also present with markedly anomalous amounts of arsenic (2490 ppm to 2560 ppm), mercury (260 to 950 ppb), and antimony (112 to 304 ppm).



An intensive program of detailed sampling and trenching has not yet been started.  However, spot, outcrop chip sampling was extended northward, and a channel cut was taken along a 300-meter-long reconnaissance trench, located 400 meters north of the core area.  This east-west oriented bulldozer trench exposed numerous altered zones with widths from a meter to over 50 meters which are separated by intervals of weakly altered to unaltered diorite.  Continuous sampling along the trench wall was carried out at 5-meter-long intervals across all rock types.  The geochemical analytical results from this trench and other samples within the target area continue to show the common presence of elevated to anomalous gold and silver, high amounts of sodium, and many samples also contain low-level anomalous copper and mercury (tables of geochemical results for 59 samples and 21 samples are reported in SAMEX News Release No. 4-04, a copy of which is attached to our Annual Report for the fiscal year ended November 30, 2004 which was previously filed on April 14, 2005 under Form 6-K (the 2004 Annual Report)).



Exploration Area VII An additional new area of exploration interest on the Los Zorros property is located 2.0 kilometers further north of Exploration Area VIalong the same range front and includes an area of previous small mining of oxide-copper-silver-mineralized mantos and breccia which is similar to that exploited at the small mine in Exploration Area VI.  Future work will be focused on further evaluating the outlying pampa to the west of the mine for alteration/geochemical indications of a target of deeper seated, epithermal, gold-silver-copper mineralization similar in size and characteristics to Exploration Area VI.



The Los Zorros property contains numerous large-sized copper-gold and gold-silver-copper targets on a single property holding.  The prospect is geologically well-situated within the highly prospective mining belt that contains the copper-gold ore bodies of the Punta del Cobre District (150 million cumulative tonnes with an average grade of 1.5% copper, 0.2 to 0.6 g/mt gold, 2 - 8 g/t silver), the large Candelaria mine (460 million tonnes containing 0.82% copper, 0.22 g/mt gold, 3.1 g/mt silver), the large, mined-out Chanarcillo silver deposit (+100 million ounces of silver), plus many smaller copper-gold and gold ore bodies which still locally support mining operations.  Infrastructure for large mining activity is readily available in the area with power, transportation, water, communications and manpower all within advantageously close distances.  Because of the large size of the property, and the fact that our exploration is still in progress, the information and ideas behind the targets currently being developed must be considered as an evolving picture.  The possibility of defining further new target(s) on the property remains strong.  See Special Note Regarding Forward Looking Statements and Risk Factors.



We hold an interest in approximately 7,800 hectares of mineral concessions in the Los Zorros district of which 1,464 hectares cover exploitation concessions, and the balance cover exploration concessions.  We have acquired our interest in these mineral concessions by a combination of: staking (approximately 4,662 hectares), by purchase at government auction (approximately 1,500 hectares), by a purchase agreement (1,429 hectares), and by a purchase option contract (209 hectares).  Details of the purchase agreement and the purchase option contract are described as follows:



Purchase and Sale Agreement dated January 29, 2003 between our subsidiary, Minera Samex Chile S.A. and Compania Contractual Minera Ojos del Salado - We entered into a purchase agreement dated January 29, 2003, with the vendor, Compania Contractual Minera Ojos del Salado, to acquire approximately 1,429 hectares of mineral concessions covering old goldmines and gold showings in the Los Zorros district for US$50,000 cash (which has been paid).  Because of the vendors interest in copper, under the purchase agreement, the vendor retained a back-in right to earn an interest in the property in the event that we discover a copper deposit containing not less than two million tonnes of contained equivalent copper on or within a half kilometer of the property.  The vendor can elect to exercise the back-in right to earn a 30% interest by reimbursing us three times the expenditures incurred, and up to 51% interest by expending 100% of all further costs necessary to complete a bankable feasibility study on the property.  Thereafter, the











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parties would negotiate a joint venture to carry out development and mining of the property.



Unilateral Purchase Option Contract Covering Mining Concessions dated November 6, 2003, between our subsidiary, Minera Samex Chile S.A. and Compañia Minera y Comercial Sali Hochschild S.A. - On November 6, 2003, we signed a formal Option Agreement and made the first option payment to acquire mineral concessions covering approximately 209 hectares.  Under the Option, SAMEX can acquire the concessions by making option payments totaling US$230,000 as follows:



i)

US$30,000 upon signing of the Option Agreement (which has been paid).

ii)

US$50,000 by October 31, 2004 (which has been paid);

iii)

US$50,000 by October 31, 2005;

iv)

US$100,000 by October 31, 2006.



The concessions are subject to a Net Smelter Return Royalty of 2% on gold and silver, 1.5% on copper, and 1.5% on other payable minerals, if the US$ price per pound of the mineral is less than US$1 or 2% if the US$ price per pound of the mineral is US$1 or greater.  The concessions are subject to Advance Royalty payments to a maximum of US$500,000 payable as follows:



i)

US$100,000 on December 31, 2007;

ii)

US$100,000 on December 31, 2008;

iii)

US$100,000 on December 31, 2009;

iv)

US$100,000 on December 31, 2010;

v)

US$100,000 on December 31, 2011.



All Advance Royalty payments would be recoverable through deductions from future N.S.R. Royalty payments.  SAMEX has an option to buyout the complete N.S.R. Royalty at any time for US$1,800,000.



Letter of Intent Concerning Option to Purchase Agreement dated May 18, 2005 between our subsidiary, Minera Samex Chile S.A. and Minera San Estaban Primera S.A. - SAMEX signed a letter of intent which will be the basis of a formal Option Agreement for SAMEX to purchase approximately 100 hectares of mineral concessions situated within the Los Zorros district, Chile.  Under the formal Option Agreement (to be executed by June 24, 2005), SAMEX can acquire the concessions by making option payments totaling US$200,000 over 18 months as follows:



i)

US$75,000 upon signing of the formal Option Agreement;

ii)

US$25,000 within six (6) months of the date of signing the Option Agreement;

iii)

US$50,000 within nine (9) months of the date of signing the Option Agreement; and

iv)

US$50,000 within eighteen (18) months of the date of signing the Option Agreement.



The concessions are subject to a Net Smelter Return Royalty of 1.5% on copper, gold, silver, other payable minerals.  SAMEX has an option to buyout the Royalty at any time for US$1,000,000.



Finders Fee, Bonus and Royalty - Pursuant to a Consulting Agreement dated September 25, 2002 between SAMEX and Geosupply Servicios de Geologia & Mineria & Sondajes de Diamantina, the concessions in the Los Zorros district are subject to the following finders fee, bonus and royalty:



a)

A finders fee of US$10,000 payable within 90 days of commencement of a drilling program on the concessions (which has been paid);

b)

A bonus of US$150,000 payable within one year from the date of Commencement of Commercial Production on the concessions; and

c)

Net Smelter Return royalty equal to 0.25% of Net Smelter Returns.



The Los Zorros Property is without a known body of commercial ore and our activities to date have been exploratory in nature.  Patent fees must be paid annually to the Chilean government in order to maintain the mining concessions.   Patent fee are calculated based upon the value of the Chilean Monthly Tax Unit (M.T.U.) which varies from month to month (30,337 Chilean Pesos for the month of May 2005).  In the case of an exploitation concession the annual patent fee is calculated as one-tenth (1/10th) of the Monthly Tax Unit per hectare (ex. May 2005 M.T.U. was 30,337 x 1/10th = 3,033.7 Chilean Pesos per hectare) (at











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current exchange rates this would equate to approximately US$5.26 per hectare for exploitation concessions).  In the case of an exploration concession the annual patent fee is calculated as one-fiftieth (1/50th) of the Monthly Tax Unit per hectare (ex. May 2005 M.T.U. was 30,337 x 1/50th = 606.7 Chilean Pesos per hectare) (at current exchange rates this would equate to approximately US$1.05 per hectare for exploration concessions).



SANTA ISABEL PROPERTY

The Santa Isabel property (1,803 hectares) is located in the Sud Lipez province in the south-central Altiplano of Bolivia.  The prospect is approximately 105 kilometers by road west from Tupiza and 150 kilometers east-southeast of the rail station of Chiguana.   Surface elevations of the prospect area range from 14,000 feet (4260 m.) to 17,000 feet (5180 m.).



The Santa Isabel property covers a well-mineralized dacitic porphyry intrusive complex with propylitic alteration and widely disseminated sulfide mineralization.  Minerals explored for on this property include zinc, silver, lead, indium, copper, gold, antimony and molybdenum.  During 1996 and 1997, we drilled 4,704 meters in 15 holes as part of reconnaissance exploration on the Santa Isabel porphyry system.  Drilling intersected vein swarms and disseminated sulfides hosting lead, zinc, silver, copper, gold, antimony and molybdenum.  The significant intervals of zinc-lead-silver mineralization in a number of the holes, suggested the potential for bulk tonnage zinc, silver, lead targets on the property.  During 1998, an additional 2,537 meters of core drilling was completed on the Vera Cruz West Zone situated within the Candelaria concession which at that time was part of the Santa Isabel property.  Results for zinc, silver, lead and indium were encouraging, but declining prices for zinc and other metals through the year forced us to re-evaluate the priority of exploration on the Santa Isabel properties.  As a result, effective September 7, 1998, we abandoned our option on the Candelaria concession which covered a 200 hectare portion of the Santa Isabel property.  The Candelaria option agreement required us to make substantial cash payments to the owner and, in addition, assume certain debts of the owner related to this concession.  Although a significant portion of the work on the Santa Isabel property had been conducted on the Candelaria concession, management concluded that continuing with the Candelaria option agreement on the existing terms could not be justified.  We wrote off $1,551,099 deferred exploration cost related to the Candelaria concession in 1998.  In relation to the remaining portion of the Santa Isabel property, a further $2,113,801 of costs were written off in fiscal 2000 due to inactivity on the property.



The remaining portion of the Santa Isabel property consists of our interest in 1,803 hectares covering a portion of the Goya I and El Bonete concessions which are held under an agreement dated March 24, 1995 between Corporation Minera de Bolivia (Comibol) and our subsidiary, Samex S.A.  The agreement was subsequently amended by agreement registered under Transcript Number 408/97 dated November 12, 1997 (the Comibol Agreement).  Under the terms of the amended Comibol Agreement, Samex S.A. is entitled to explore all or part of the property for a period of 6 years divided into three phases after which it is required to decide whether to enter into commercial production from all or a portion of the property.  If a favourable production decision is reached, Samex S.A. will have 3 years to commence production from the property after which it will be entitled to manage the joint venture project and will be required to pay a royalty to Comibol equal to 5.5% of net positive cash flow until recovery of capital investment and thereafter 16% of net positive cash flow.  The Goya I/El Bonete concessions are also subject to a 1.2% Net Profits interest in favour of Robert Kell and Front Range Exploration Corp. based on Samex S.A.s net profits interest in the property.



In order to earn its interest under the Comibol Agreement, Samex S.A. has completed:



a)

an initial payment of US$6.00 per hectare ($14,124), which has been paid;

b)

during the first year, a payment of US$3.00 per Hectare ($7,062), which has been paid;

c)

during the first year, an additional payment of US$1,000/ month to March 1996, which has been paid;

d)

during the second year, an additional payment of US$2,000/ month from April 1996 through March 1997 (which has been paid); and

e)

a payment due March 1997 of US$100 per hectare on property retained for further exploration (US$180,300 was paid to retain 1,803 hectares); in addition, Samex S.A. was required to fulfill work commitments totaling US$1,140,000 during the first two years of the agreement, which requirement was fulfilled by March, 1997.











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In order to maintain its rights under the Comibol Agreement, Samex S.A. is required to make a payment by April 11, 2000 of US$500 per hectare on property which Samex S.A. should decide to exploit (up to US$901,500 if all 1,803 hectares are retained).  This payment, which was due April 11, 2000, has not been made, however, Comibol has not made any demand for payment or given Samex S.A. any notice of default under the Comibol agreement with respect to such non-payment.  Samex S.A. intends to suspend any decision with respect to retention of property or delivery of the corresponding payment pending resolution of certain ongoing legal proceedings between Comibol and a third party.  Comibol has confirmed to Samex S.A. that a portion of the Santa Isabel property is subject to a claim by a third party with respect to two areas covering approximately 10 hectares and 24 hectares of the 1,803 hectares covered by the Goya1/El Bonete concessions.  Comibol formally advised Samex that it is taking legal proceedings to resolve the dispute and asked Samex S.A to wait for it to do so.  Comibol has advised that it is taking active steps to assert its legal rights to the disputed area and anticipates it will be successful in doing so.  Samex has in turn formally advised Comibol that it considers Comibol to be in default of its obligations under the Comibol Agreement because of the dispute, but that it is presently awaiting the results of the ongoing legal proceedings before taking further action. While Samex anticipates Comibol will be successful in its efforts, the outcome of the legal proceeding is dependant on factors outside of Samexs control and therefore there can be no assurance as to the actual outcome of the proceedings.  Samex has not yet analyzed the effect that a loss of the disputed area (34 hectares), if Comibol is not successful, would have on it, nor has it yet considered the existence and type of remedies which might be available to it in such event.



An oxide target with enriched silver values is present on a portion of the Santa Isabel property.  Here, prominent sulfide veins, intervals of vein swarms and disseminated sulfide, have been oxidized to depths of 100 meters or more.  Geologic mapping and IP geophysical surveys have outlined a sulfide mineralized body 1000 meters long by 900 meters wide beneath the oxide zone.   Dump material and surface rock-chip samples of oxide material positioned above the sulfide target contain 119.4 to 754.8 grams/metric ton silver with 1.82% to 8.0% lead, low zinc (0.12% to 27%), 0.054 to 1.233 grams/metric ton gold (most >0.200 grams/metric ton).  Some samples contain 0.23% to 0.50% antimony.  Further geologic mapping and rock-chip sampling are needed to advance this target to a drill-ready status.  We have not conducted any exploration at Santa Isabel since 1998.



Provided the issue with Comibol is resolved and we are able to re-negotiate our obligations under the Comibol Agreement on satisfactory terms, we intend to seek to enter a joint venture with a major company which is established in zinc, silver, indium and lead mining, refining and marketing in order to facilitate further exploration on the Santa Isabel Property.   The Santa Isabel Property is without a known body of commercial ore and activities to date have been exploratory in nature.



WALTER PROPERTY

The Walter property is located in Quijarro Province, Department of Potosi in Bolivia approximately 10 km north of the old El Asiento silver mining property.  It lies in the south-central part of the Bolivian Altiplano on the southern end of Frailes Mountains at elevations between 4,700 and 5,000 meters (15,400 to 16,400 feet).  The property is accessible by dirt roads from Potosi (145 kilometers) and Uyuni (80 kilometers).  In addition, the railroad between La Paz, Bolivia and Antofagasto, Chile passes within 80 kilometers of the Walter property through the town of Rio Mulatos.  Electric power is available from the Planta Killpani about 30 kilometers northeast of the property.  Water is available for mining purposes from small lakes on or near the property.



We have not conducted exploration on the property since 1997 and are seeking either a buyer or a joint venture partner to further explore and exploit the Walter Project.  Located in the Altiplano of Bolivia, the Walter property is situated along a regional trend of deep-seated faults that served as conduits for the emplacement of veins and dacite porphyry intrusions.  The exploration objective is defining mineable reserves of gold, silver, lead, zinc, copper, arsenic and bismuth hosted within Bolivian-style polymetallic veins.  By June 1997, we had completed a total of 2,842 meters of drilling and 1,700 meters of underground drifting in the Walter South zone.  The surface trace of veins combined with the lateral and vertical extent of the drilling and drifting indicates vein mineralization of approximately 2 million tonnes within the limited dimensions explored (see table below).













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|Mineralized
Block | Approx. Tonnage | Gold, Silver, Copper, Lead, Zinc, Bismuth Mineralization
Average Grade
|----------------- | --------------- | ----------------------------------------------------------------------
|Vein              | Tonnes          | Au g/t                                                                
|Potosi            | 1,003,000       | 3.972                                                                 
|Pupusani v4       | 234,000         | 1.529                                                                 
|Pupusani v3       | 278,000         | 1.125                                                                 
|Pupusani v2       | 132,000         | 2.107                                                                 
|Mercurio          | 190,000         | 2.200                                                                 
|Rica              | 67,000          | 10.174                                                                
|Huancarani        | 63,000          | 12.650                                                                



Additional potential exists along the open-ended lateral and down-dip extents of these veins and other structures.  The Walter property is without a known body of commercial ore and our activities to date have been exploratory in nature.



During fiscal 2002, claim holdings on the Walter Property were reduced from 4,710 hectares down to the 910 hectares presently held 100% by our subsidiary, Bolivex S.A.   The Walter Mining Group concessions (910 hectares) were acquired by Bolivex from Minera Walter S.A. under a deed of transfer dated November 1, 1994, for a purchase price of US$500,000 (final payment completed in August 1998).  Patricio Kyllmann, our director, is also the President and a shareholder of Minera Walter S.A.  The Walter property is subject to a royalty payable to Minera Walter S.A. as follows: a 2% net sales royalty (defined as gross sales less the cost of smelting and sale) if the price of gold is up to US$500/ounce and 3% if the price of gold exceeds US$500.  Patent fees of approximately US$1.00 per hectare must be paid annually to maintain the mining concessions.



WARA WARA PROPERTY

The Wara Wara Property is located in the Altiplano region of southwestern Bolivia, at an elevation of 3,800 m (12,500 ft) and approximately 80 km east of the city of Potosi.  Our exploration objective is to identify bulk-tonnage zinc-lead-silver mantos or sedex type ore bodies within the old Wara Wara mining district.  The property is positioned in a geologic/metallogenic belt that extends into Bolivia from northern Argentina.



Sampling the dumps of old workings on the Wara Wara property revealed that the grade of ore mined probably ranged between 15-25% zinc, 5-25% lead, 70-300 grams/metric ton silver, along with 2-5% copper from several mines where chalcopyrite locally occurs.  The workings are generally associated with narrow irregular veins, veined zones, and related localized mantos replacement within favorable stratigraphic intervals. The vein and mantos zinc-lead-silver mineralization occurs in a Silurian-Ordovician sequence of gray siltite and shale with prominent quartzite layers.  These prominent quartzite layers within the stratigraphic sequence are strongly altered (silicified with calc-silicate minerals) and sulfide mineralized with sphalerite and galena.



From 1996 through 2000, we conducted small exploration programs involving surveying, geologic mapping, sampling, geochemical analysis and 26 line-kilometers of IP geophysical surveys to advance the Wara Wara prospect.  A large IP chargeability anomaly, 3,000 meters long by 600 to 1,200 meters across, discovered within the concessions possibly represents significant zinc-lead-silver sulfide mineralization at depth.  No exploration has been conducted on the Wara Wara property since 2000.



The numerous drill targets on the Wara Wara property need to be further evaluated to better understand the depth position/dimensional extent of sulfide mineralization and possible complicating post-mineral faults.  This will also help in prioritizing the targets in order of importance.  We are eager to advance the Wara Wara prospect through a ten hole drill program, therefore a joint venture or private placement funding is being sought with major mining companies.  The Wara Wara Property is without a known body of commercial ore and our activities to date have been exploratory in nature.



The Wara Wara property consists of 3,875 hectares owned 100% by our subsidiary, Emibol S.A.  The El Dorado concession (500 hectares) was acquired for US$500 pursuant to a Purchase and Sale Agreement dated April 8, 1996 between Eduardo Martinez et al and Emibol S.A.  The Salvadora concession (46











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hectares) was acquired from Careaga et al for US$9,000 pursuant to sale/transfer contract dated September 30, 1996.  The balance of the property was acquired by staking.  The property is subject to a net smelter royalty of an aggregate of 0.6 % payable to Robert Kell, Front Range Exploration Corp., and El Roble S.A.  Patent fees of between approximately US$1.00 and $2.00 per hectare must be paid annually to maintain the mining concessions.



YARETANI PROPERTY

The Yaretani Property is located in the Altiplano region of southern Bolivia.  The prospect is approximately 10 airline kilometers south-southwest of Atocha and 11 airline kilometers west of the railroad station of Escoriani.  Access to the property from Potosi takes seven hours via dirt road through Uyuni and Atocha.  Surface elevations of the prospect area range from 13,590 feet (4140 m.) to 14,440 feet (4400 m.).  Wide mineralized/altered fault zones trend northwestward across the property at elevations below 14,440 feet (4,400m.).  The relatively gentle nature of the prospect area is well-situated for development of a large mine.  The surrounding area is more than adequate for necessary infrastructure for a large mining operation.  Adequate water for a mining operation is available from nearby rivers and basins.  High-tension electric power lines of the Bolivian national grid are 11 kilometers from the property.  The national railroad line from Uyuni to Tupiza is only 15 kilometers by road from the property to the rail station of Escoriani.



The exploration target at the Yaretani Property in Bolivia is sediment- and shear-hosted gold and antimony.  Gold and antimony are stratabound in folded units of black shale and siltite.  Shear-hosted gold and antimony occurs in two distinct structures as stockwork veining and disseminated in black shale. This gold-antimony sulfide bearing zone comes to surface as two parallel zones, the Salamanca Zone and the Triunfo Zone.  Veins and stockwork veining in this sulfide-rich shear were exploited for their high grade gold (10 to >30 grams/tonne) in numerous old shafts, tunnels and pits which are scattered along the 2.5+ kilometer surface trace of the zone.



In 1996, we completed a 2,288 meter drill program on the Yaretani property.  Stratabound (sediment-hosted) gold mineralization was discovered in two drill holes and in the old 100 meter-long Condor #2 Tunnel where samples of the shale/siltite from the tunnels dump grade from 2.5 to 3.5 grams of gold per tonne.  Drill Hole 1A on the Salamanca Zone intersected stratabound mineralization at a drill depth between 187.7 and 200.8 meters.  The interval averaged 0.684 grams of gold/tonne over a true width of 10.3 meters including 1.735 grams per tonne over 2.83 meters.  Approximately 2000 meters northwest of Drill Hole 1A, Hole 4A intersected three closely spaced zones of sediment-hosted sulfides between a drilling depth of 31 to 67 meters.  This 37 meter interval averaged 0.61 grams gold per tonne including a 10 meter interval from 43 to 52 meters averaging 1.65 grams gold per tonne (0.052 oz./t).  We have not conducted any exploration on the Yaretani property since 1996.



Additional drilling is required to test for near surface, shear-hosted or stratabound gold exploitable by open-pit methods.  This program is subject to the availability of financing and/or an agreement with a joint venture partner.  The Yaretani Property is without a known body of commercial ore and our activities to date have been exploratory in nature.



The Yaretani property consists of approximately 2,280 hectares held 100% by our subsidiary, Emibol S.A.  We paid a total of US$79,600 in option and purchase payments under the Montano Option (dated October 20, 1994) to acquire the Yaretani Mining Group concessions, covering a 425 hectare portion of the property.  Three additional concessions comprising approximately 295 hectares (San Alberto, Sucesivas San Alberto and Segundas Sucesivas San Alberto) were purchased for the sum of US$50,000 from A. Sivila et al by registered deed signed October 27, 1995 and registered December 7, 1995.  The balance of the property (1,600 hectares) was acquired pursuant to a Purchase and Sale Agreement dated April 8, 1996 between Eduardo Martinez et al and Emibol S.A. for the purchase of the Rosario concessions for the sum of US$1,600.  The Yaretani property is subject to a net smelter royalty of an aggregate of 0.6 % payable to Robert Kell, Front Range Exploration Corp., and El Roble S.A.  Patent fees of approximately US$2.00 per hectare must be paid annually to maintain the mining concessions.



Organizational Structure

See History and Development of the Company for subsidiaries and organizational chart.











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Property, Plants and Equipment.

We do not own any of our offices.  Our executive office is located at suite 301, 32920 Ventura Avenue, Abbotsford, British Columbia, Canada which we rent on a month-to-month basis at a monthly cost of $1,430 in rent plus taxes and operating costs approximating $600.  We have a field-office/residence in La Paz, Bolivia which is also a South American residence for our Vice-President, Exploration, Robert Kell, which we rent on a month to month basis at a cost of US$500 per month.  We also have a field-office/residence in Copiapo, Chile which we rent on a month to month basis at a cost of US$600 per month which also functions as a residence for our Chilean geologic and support staff.    See Business Overview for a description of our mineral exploration properties.



ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion of our operating results explains material changes in our consolidated results of operations for the years ended November 30, 2004 and November 30, 2003 compared to the prior year.  The discussion should be read in conjunction with the consolidated financial statements to November 30, 2004 and the related notes included in Item 17 of this report.  Managements discussion and analysis of our operating results in this section is qualified in its entirety by, and should be read in conjunction with, the consolidated financial statements and notes thereto.  This discussion contains forward-looking statements, the accuracy of which involves risks and uncertainties and our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including, but not limited to, those risk factors described elsewhere in this report.  Our consolidated financial statements attached to this report, have been prepared in Canadian dollars and in accordance with accounting principles generally accepted in Canada ("Canadian GAAP"), which differ in significant respects from accounting principles generally accepted in the United States ("U.S. GAAP").  As such, this discussion of our financial condition and results of operations is based on the results prepared in accordance with Canadian GAAP.  The significant differences between Canadian GAAP and U.S. GAAP as applicable to our financial statements are summarized in Note 10 to our consolidated financial statements for the year ended November 30, 2004.



Overview

Our business is exploration for minerals.  We do not have any properties that are in development or  production. We have no earnings and, therefore, finance these exploration activities by the sale of our equity securities or through joint ventures with other mineral exploration companies.  The key determinants of our operating results include the following:

(a)

Our ability to identify and acquire quality mineral exploration properties on favorable terms;

(b)

The cost of our exploration activities;

(c)

our ability to finance our exploration activities and general operations;

(d)

our ability to identify and exploit commercial deposits of mineralization; and

(e)

the write-down and abandonment of mineral properties as exploration results provide further information relating to the underlying value of such properties.

These determinates are affected by a number of factors, most of which are largely out of our control, including the following:

(a)

The competitive demand for quality mineral exploration properties;

(b)

Political and regulatory climate in countries where properties of interest are located;

(c)

Regulatory and other costs associated with maintaining our operations as a public company;









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(d)

the costs associated with exploration activities; and

(e)

the cost of acquiring and maintaining our mineral properties.

Our primary capital and liquidity requirements relate to our ability to secure funds, principally through the sale of our securities, to raise sufficient capital to maintain our operations and fund our efforts to acquire mineral properties with attractive exploration targets and conduct successful exploration programs on them.  We anticipate this requirement will continue until such time as we have either discovered sufficient mineralization on one or more properties with sufficient grade, tonnage and type of mineralization to support the commencement of sustained profitable mining operations and are thereafter able to place such property or properties into commercial production or until we have obtained sufficient positive exploration results on one or more of our properties to enable us to successfully negotiate a joint venture with a mining company with greater financial resources than us or some other suitable arrangement sufficient to fund our operations.

Our success in raising equity capital is dependant upon factors which are largely out of our control including:

a)

market prices for gold and other precious metals and minerals;

b)

the market for our securities; and

c)

the results from our exploration activities.

The most significant factors affecting our operations during the last fiscal year were related to improvements in the general demand for and the prices of precious and base metals and a corresponding improvement in the market for shares of junior exploration companies.  These factors are expected to have a significant effect on our future financial operations during the next succeeding fiscal year and thereafter so long as we continue in our present business of mineral exploration.  Since the end of our last fiscal year, the prices of precious metals have experienced significant increases, as has the general market for the shares of junior exploration companies.  There has also been a significant increase in general mineral exploration activity, resulting in greater competition for mineral properties and the resources employed in mineral exploration, and a corresponding increase in the prices demanded for suitable exploration properties and the costs associated with mineral exploration.  We anticipate the market for precious and other metals will continue to increase in the short and medium term, resulting in continued favourable outlook for our ability to raise equity capital, but also increased exploration costs and increased costs for acquiring new exploration properties.  Accordingly, we anticipate our operating results will be most significantly affected by the results of our exploration activities on our existing properties.  See Special Note Regarding Forward Looking Statements and Risk Factors.

Accounting Policies



We have adopted a number of accounting policies and made a number of assumptions and estimates in preparing our financial reporting, which are described in Note 2 to the enclosed audited consolidated financial statements.  These policies, assumptions and estimates significantly affect how our historical financial performance is reported and also your ability to assess our future financial results.  In addition, there are a number of factors which may indicate our historical financial results will not be predictive of anticipated future results.  You should carefully review the following disclosure, together with the attached consolidated financial statements and the notes thereto, including, in particular, the statement of significant accounting policies set out in Note 2 to such statements.



Going Concern Assumptions



As described in Note 2 to our consolidated financial statements, our financial statements have been prepared on the assumption that we will continue as a going concern, meaning that we will continue in operation for the foreseeable future and will be able to realize assets and discharge our liabilities in the ordinary course of operations.  We do not have any mineral properties in production, and have not yet generated any revenues and have a history of losses.   Our continuation as a going concern is uncertain and









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dependent on our ability to discover commercial mineral deposits on our properties and place them into profitable commercial production and our ability to sustain our operations until such time.  This, in turn depends on our ability to continue to fund our operations by the sale of our securities and other factors which are largely out of our control.  Although we have been successful in the past in obtaining financing, it cannot be assured that adequate financing or financing on acceptable terms can be obtained in the future.  In the event we cannot obtain the necessary funds, it will be necessary to delay, curtail or cancel further exploration on our properties.  Our consolidated financial statements do not reflect adjustments to the carrying values and classifications of assets and liabilities that might be necessary should we not be able to continue in our operations, and the amounts recorded for such items may be at amounts significantly different from those contained in our consolidated financial statements.



Treatment of Mineral Property Costs



As we are at the exploration stage, we capitalize the acquisition and exploration costs of our mineral properties under Canadian GAAP.  Should any of these properties be placed into production, such costs would be amortized over the life of the properties on a unit-of-production basis.  Should exploration results of any of our properties prove unsatisfactory or if we otherwise choose to abandon a property, we would write off costs incurred up to that time.  The impact on our net loss for the fiscal period would be dependent upon the amount of costs deferred up to the time of the write-off.



Accounting Estimates and Assumptions



The preparation of financial statements in conformity with Canadian GAAP requires management to make a wide variety of estimates and assumptions that affect (i) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and (ii) the reported amounts of expenses during the reporting periods covered by the financial statements.  Our management routinely makes judgements and estimates about the effect of matters that are inherently uncertain.  As the number of variables and assumptions affecting the future resolution of the uncertainties increases, these judgements become even more subjective and complex.  We have identified certain accounting policies that are most important to the portrayal of our current financial condition and results of operations.  Our significant accounting policies are disclosed in Note 2 of notes to our consolidated financial statements, which should be read in conjunction with this Report.



Among other things, we determine our stock based compensation costs using an option pricing model which involves the selection of highly subjective assumptions, including an assumption as to price volatility.  Changes in these assumptions can materially affect the fair value estimate and therefore the current model does not provide a consistently reliable measure of the fair value cost of the Companys outstanding stock options.



Stock-Based Compensation



We have a stock option plan whereby we grant incentive stock options as partial compensation to our directors, officers, employees and consultants.  Based on recommendations of the Canadian Institute of Chartered Accountants (CICA) Handbook - Section 3870, effective December 1, 2002, we adopted a new method to account for stock-based compensation and other stock-based payments which is described in note 7(d) to our audited consolidated financial statements. We now record any stock options granted after December 1, 2002 as a compensation expense.  Prior to this change, we accounted for all stock-based compensation using the settlement method.  Under the settlement method, no compensation cost is required to be recorded for stock-based employee compensation awards when the options were granted at market prices.  Consideration paid by employees on the exercise of stock options is recorded as share capital.  Under the new standard, any stock-based payments to non-employees, and any employee awards involving direct awards of stock, call for settlement in cash or other assets, or stock appreciation rights that call for settlement by the issuance of equity instruments will be accounted for using the fair value based method.  The fair value of the options at the grant date has been determined using the Black-Scholes option pricing model.  Stock-Based Compensation expenses of $1,077,916 have been recorded for the fiscal year ending November 30, 2004 and $408,400 for the fiscal year ending November 30, 2003











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Operating results

Fiscal Year Ended November 30, 2004 compared to Fiscal Year Ended November 30, 2003

During the 2004 fiscal year, we were principally involved in exploration work on our Los Zorros property in Chile including bulldozer trenching, core drilling with two drill rigs, core logging, sampling and assaying.  By mid-December 2004, we had completed 8,617 meters of core drilling in 26 holes, 10,800 meters of bulldozer trenching in 65 trenches and more than 3,100 trench and surface samples/assays.  Mineral interests and exploration expenditures on the Los Zorros property totaled more than $2 million for the year (see Item 4 Information on the Company  Description of Property - Los Zorros Property).  The limited expenditures related to our mineral properties in Bolivia mainly involved the payment of annual patents on our mineral concessions and administrative and maintenance functions.



Mineral interests and exploration costs for 2004 totaled $2,136,270, which is a significant increase over the $648,633 spent in 2003.  A $53,045 portion of the costs for 2004 was expensed as Mineral Interests Administration, Investigation and Evaluation costs.  The remaining $2,083,225 is recorded as Mineral Interests and Deferred Exploration Costs for 2004.  As a result of these expenditures, our assets categorized in the consolidated financial statements as Mineral Interests and Deferred Exploration Costs increased to $3,804,651 at November 30, 2004 from $1,752,722 at November 30, 2003.



At the end of fiscal 2004, certain costs were written off on the El Desierto ($6,402), Santa Isabel ($337), Wara Wara ($18,477), Walter ($1,155), and Yaretani ($4,925) properties since no current exploration is being conducted on these properties.   The majority of these costs written off relate to the category Property Claims, which are the annual patent fees paid to maintain the property concessions.  At the 2004 year-end, these properties were written down to a nominal value of $1,000 each until exploration activity is resumed on the respective properties.



Our ability to raise funds for precious metal exploration was favorable over the past year, due to increasing precious metal and base metal prices and market interest in mineral exploration companies.  Due to our significantly increased exploration expenditures during 2004, the amount of cash on hand at November 30, 2004 was $2,175,308 compared to $3,577,146 at November 30, 2003.   At November 30, 2004, we were debt-free, apart from $90,467 accounts payable consisting of general trade payables (subsequently paid) and accrued audit fees compared to accounts payable of $31,968 at November 30, 2003.



The following comments are related to certain categories in the consolidated financial statements for the fiscal year ending November 30, 2004:



Consolidated Balance Sheet

Advances and Other Assets - includes $10,341 which reflects the market value of 598.155 grams of gold the Company held at November 30, 2004



Accounts Payable  $90,467 consists of general trade payables including $65,846 for drilling (which have subsequently been paid), and an accrual for audit fees.



Consolidated Statements of Operations and Deficit

Accounting And Audit  the increase to $31,803 in 2004 as compared to $535 in 2003 and $15,559 in 2002 is partially due to accrual adjustments related to over accrual or under accrual estimates for auditing, as compared to the actual audit charges.  The increase is also due in part to the change of auditor during the year and increased requirements applicable to the audit of financial statements filed with the US Securities and Exchange Commission.



Mineral Interests Administration, Investigation and Evaluation - includes operating costs related to the Companys exploration in Bolivia and Chile and expenses that are not allocated to one of the Companys specific mineral properties (for example generative exploration or investigating and evaluating mineral properties not owned by the Company).



Office, Supplies and Miscellaneous - includes rent and utilities for the Canadian corporate office, book-keeping/accounting, office supplies, telephone, postage, couriers, parking, mileage.  It also includes a









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miscellaneous $38,038 write-off of certain subsidiary accounts payable/accounts receivable of former years, which explains the increase in this category to $99,205 in fiscal 2004 as compared to $53,871 in 2003.



Salaries and Benefits  Increase in this category over fiscal 2003 is due to increased number of employees, and to bonuses paid in December 2003, and to salary increases effective January 1, 2004 for senior officers/employees.



Stock-Based Compensation  an expense of $1,077,916 is recorded for the year ended November 30, 2004 relating to stock options granted during the year.  See note 7(d) to the consolidated financial statements.  Option pricing models require the input of highly subjective assumptions including the expected price volatility.  The existing models do not necessarily provide a reliable single measure of the fair value of the Companys stock options.



Net Loss For The Year  Stock-Based Compensation expenses of $1,077,916 for fiscal 2004 ($408,400 for fiscal 2003) contributed to the increase in our reported net loss of $1,833,879 and per share loss of $0.03 for the fiscal year 2004 as compared to a net loss of $1,028,014 and per share loss of $0.02 in fiscal 2003.



Liquidity and Capital Resources - We are an exploration company and do not have any mineral properties in production and, therefore, did not generate any material revenue from operations during the year ended November 30, 2004.  We realized a net loss of $1,833,879 for the fiscal year ended November 30, 2004 or $0.03 per share compared to a net loss at November 30, 2003 of $1,028,014 or $0.02 per share.  The increase in the net loss is mainly due to increased operating expenses since the Company increased its exploration program and staff over the past year and to stock-based compensation expenses of $1,077,916 (as compared to $408,400 for fiscal 2003) related to stock options granted during the year.  Losses over past years are a reflection of our ongoing expenditures on our mineral properties which are all currently in the exploration stage.  Since we have no material source of operating revenues, no lines of credit and no current sources of external liquidity, our ability to continue as a going concern is dependent upon our ability to raise equity capital, enter into joint ventures or borrow to meet our working capital requirements.



We intend to aggressively pursue both the acquisition of mineral properties which we consider to be highly prospective for gold, silver and other metals and to aggressively explore our current properties, particularly the Los Zorros and the Eskapa properties, subject to the availability of funds.  We will require substantial additional capital to achieve our goal of discovering significant economic mineralization on one or more of our properties.  Until such time as we are able to make such a discovery and thereafter place one or more of our properties into commercial production or negotiate one or more joint venture agreements, we will be largely dependant upon our ability to raise capital from the sale of our securities to fund our operations.  We believe that our current capital resources will be sufficient to fund operations as currently anticipated for the next year.  We do not anticipate being able to obtain revenue from commercial operations in the short term and anticipate we will be required to raise additional financing in the future to meet our working capital and on-going cash requirements.  We intend to raise such financing through sales of our equity securities by way of private placements, and/or the exercise of warrants.  We may also secure additional exploration funding through option or joint venture agreements on our mineral properties; or through the sale of our mineral properties, royalty interests or capital assets, or borrow to meet our working capital requirements.  While we have in the past been able to raise sufficient funds to sustain our exploration programs, there is no assurance that we will continue to be able to do so.  If, for any reason, we are not able to access the capital market, our resources during this period will be limited to cash on hand and any revenues we are able to generate from joint venture or similar arrangements we may hereafter enter into. If we are unable to secure sufficient funds to pursue such proposed acquisitions and exploration to the level desired, we will adjust our proposed activities to reflect the amount of capital available to us after providing for sufficient working capital to maintain our existing operations.  See Special Note Regarding Forward Looking Statements.



Financing - In the past, we have relied in large part on our ability to raise capital from the sale of our securities to fund the acquisition and exploration of our mineral properties.  Due to increasing precious metal and base metal prices and revived market interest in mineral exploration companies over the past several years, our ability to raise funding for precious metal exploration has been favorable.  During fiscal 2003, we raised gross proceeds of $4,699,600 from the sale of our securities through private placements and exercise of warrants and options.  During 2004, we raised $1,484,954 from the sale of our securities









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through a private placement and exercise of warrants and options as detailed below:



During the first quarter ending February 29, 2004, we raised a total of $288,825 from the sale of our securities as follows:



Warrants were exercised for the purchase of 605,250 shares for proceeds of $198,825

Stock options were exercised for the purchase of 300,000 shares for proceeds of $90,000.



During the second quarter ending May 31, 2004, we raised a total of $212,638 from the sale of our securities as follows:



Warrants were exercised for the purchase of 450,625 shares for proceeds of $172,638

Stock options were exercised for the purchase of 100,000 shares for proceeds of $40,000.



During the third quarter ending August 31, 2004, we raised a total of $901,813 through the sale of our securities as follows:



A Private Placement of 800,000 Units at $1.10 per Unit raised proceeds of $880,000.

Warrants were exercised for the purchase of 51,375 shares for proceeds of $15,813.

Stock options were exercised for the purchase of 30,000 shares for proceeds of $6,000.



During the fourth quarter ending November 30, 2004, we raised a total of $81,678 from the sale of our securities as follows:



Warrants were exercised for the purchase of 188,317 shares for proceeds of $66,678.

Stock options were exercised for the purchase of 75,000 shares for proceeds of $15,000.



Use of proceeds for 2003 and 2004 - During fiscal 2003, we completed five private placement financings which raised gross proceeds totaling $3,474,600 ($500,000 in the third quarter and $2,974,600 in the fourth quarter).  As required in the filing of the respective private placement details with regulatory authorities, we disclosed that the intended use of the private placement proceeds would be in aggregate: $1,574,600 for general working capital, $1,800,000 for expenditures/exploration on our mineral properties, and $100,000 for mineral property acquisition.



During fiscal 2003, our expenditures/exploration on mineral properties totaled $648,633 including mineral property acquisition costs of $123,905.   During fiscal 2004, our expenditures/exploration on our mineral properties totaled $2,136,270 for the year ending November 30, 2004.   As required in the filing of private placement details with regulatory authorities, we disclosed that the intended use of the $880,000 proceeds from the private placement completed during the third quarter 2004, would be $440,000 for general working capital and $440,000 for expenditures/exploration on our mineral properties (including $25,000 on the Eskapa property to refurbish and expand the camp, repair and enhance access roads and prepare drill pads for the next phase of drill testing at a later date). The disclosed use of proceeds of $2,340,000 for expenditures/exploration on our mineral properties during fiscal 2003 and 2004 was more than fulfilled as actual expenditures/exploration on our mineral properties was $648,633 during 2003 and $2,136,270 during 2004, for a total of $2,784,903.



Anticipated Capital Requirements - We anticipate that we will be able to fund our ongoing operations over the next year from funds on hand.  In relation to our proposed exploration programs, management will work to secure $2 million+ in equity financings to fund continued exploration on the Los Zorros property, Eskapa property and possibly other SAMEX prospects.  Our preferred method of financing is through simple direct private placements.  While we have in the past been able to raise sufficient funds to sustain our exploration programs, there is no assurance that we will continue to be able to do so.  If, for any reason, we are not able to secure equity financings, our resources during this period will be limited to cash on hand and any revenues we are able to generate from joint venture or similar arrangements we may hereafter enter into.  If we are unable to secure sufficient funds to pursue exploration to the level desired, we will adjust our proposed activities to reflect the amount of capital available to us after providing for sufficient working capital to maintain our existing operations.  Since we own our interests in the majority of our mineral properties, we do not have any significant capital obligations to third parties to maintain our property









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interests other than the payment of periodic patent and other government fees and the option payments listed under the Table of Contractual Obligations (see below).  Our anticipated cash requirements for the year are primarily comprised of the anticipated costs of conducting our exploration programs, our administrative overhead and the obligations listed under the Table of Contractual Obligations (see below) and other operating expenses in the normal course of business.  See Special Note Regarding Forward Looking Statements.



Research and Development, patents and licenses, etc. - We are a mineral exploration company and we do not carry on any research and development activities.



Trend Information - The prices of precious metals and base metals fluctuate widely and are affected by numerous factors beyond our control, including expectations with respect to the rate of inflation, relative strength of the U.S. dollar, Chilean Peso and of other currencies as against the Canadian Dollar, interest rates, and global or regional political or economic crisis.  The demand for and supply of precious metals and base metals may affect precious metals and base metals prices but not necessarily in the same manner as supply and demand affect the prices of other commodities.  If metal prices are weak, it is more difficult to raise financing for our exploration projects.  There is no assurance our attempts to attract capital will be successful.  Failure to attract sufficient capital may significantly affect our ability to conduct our planned exploration activities. Conversely, when metal prices are strong, competition for possible mineral properties increases as does the corresponding prices for such prospective acquisitions and the cost of drilling and other resources required to conduct exploration activities.



We have followed the policy of writing down to nominal value any of our mineral properties on which we have not conducted any significant exploration activities within a particular fiscal period and do not plan to conduct exploration activities within the current fiscal period, regardless of our long term view of the prospects of the particular property.  Since our future exploration activities are dependent upon a number of uncertainties including our ability to raise the necessary capital (which is in turn affected by external factors such the prices of precious and base metals), we may be required, by application of this accounting policy, to write down other properties now shown as an asset in our consolidated financial statements to nominal value, even though we may intend to conduct future exploration activities on them after the current fiscal period.



Increasing precious metal and base metal prices over the past year, and renewed market interest in mineral exploration companies, enabled us to acquire additional capital from the issuance of our common shares and the exercise of outstanding warrants and options.  We anticipate that the price of gold, silver and other metals will strengthen during the next year which should enable us to secure additional equity financing.  We anticipate that the continued strength in metal prices will also make the acquisition of quality exploration prospects more expensive, as well as increase the costs of exploration generally.  Metal prices cannot be predicted with accuracy and our plans will be largely dependant upon the timing and outcome of metal markets, particularly the price of gold, which is entirely outside of our control.  See Special Note Regarding Forward Looking Statements.



Off Balance Sheet Arrangements - We do not have any material off-balance sheet arrangements out of the ordinary course of business other than verbal employment or consulting agreements with our executives.



Employees, Salaries, Bonuses, Payment to Related Party - During the first quarter of fiscal 2004, we had 13 employees, the majority of which were involved in the exploration activity on our Los Zorros prospect in Chile.  By comparison, we had five employees during the first quarter of 2003.  Salaries, for employees who are also directors or officers of the Company, totaled $96,769 for the first quarter ended February 29, 2004 as compared to $87,528 for the first quarter 2003.  This increase compared to the first quarter of fiscal 2003 is mainly due to salary increases effective January 1, 2004 for senior officers/employees.  The Compensation Committee recommended these salary increases to the Board of Directors to bring salaries up to current competitive levels of those in the exploration/mining industry.  During the first quarter, the Compensation Committee recommended to the Board of Directors, that a bonus be paid in December 2003 to senior officers of the Company who have also been employees of SAMEX since 1995.  It was resolved that in recognition of the continued efforts and long-term service of the senior officers/employees of the Company, the Company pay cash bonuses, on a one-time basis and in lieu of any Christmas or other bonus, equal to one months salary for each of the individual senior officers as follows: Jeffrey Dahl, President -









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$7,000; Robert
Kell, Vice President, Exploration - US$7,250; Larry McLean, Vice President, Operations - $6,250; Brenda McLean, Corporate Secretary - $4,375.  During the first quarter ended February 29, 2004, legal fees of $2,601 were paid to Leschert & Company Law Corporation, a legal firm controlled by one of our directors.



During the second quarter of fiscal 2004, we had 20 employees, the majority of which were involved in the exploration activity on our Los Zorros prospect in Chile.  By comparison, we had five employees during the second quarter of 2003.  Salaries, for employees who are also directors or officers of the Company, totaled $103,417 for the second quarter ended May 31, 2004 as compared to $85,698 for the second quarter 2003.  During the second quarter ended May 31, 2004, legal fees of $10,700 were paid to Leschert & Company Law Corporation, a legal firm controlled by one of our directors.



In the third quarter of fiscal 2004, we had 21 employees, the majority of which were involved in the exploration activity on our Los Zorros prospect in Chile.  By comparison, we had five employees during the third quarter of 2003.  Salaries, for employees who are also directors or officers of the Company, totaled $102,925 for the third quarter ended August 31, 2004 as compared to $84,867 for the third quarter of 2003.  During the third quarter ended August 31, 2004, legal fees of $8,378 were paid to Leschert & Company Law Corporation, a legal firm controlled by one of our directors.



During the fourth quarter of fiscal 2004, we had 21 employees, the majority of which were involved in the exploration activity on our Los Zorros prospect in Chile.  By comparison, we had 10 employees during the fourth quarter of 2003.  Salaries, for employees who are also directors or officers of the Company, totaled $100,712 for the fourth quarter ended November 30, 2004 as compared to $85,570 for the fourth quarter of 2003.  During the fourth quarter ended November 30, 2004, legal fees of $11,707 were paid to Leschert & Company Law Corporation, a legal firm controlled by one of our directors.



Table of Contractual Obligations - The following table summarizes our contractual obligations as of November 30, 2004, and the effect these obligations are expected to have on our liquidity and cash flows in future periods.



|Contractual Obligations                                 | Payment Due By Period
|------------------------------------------------------- | ---------------------
|                                                        | Total                
|Option Payments -
Hochschild Option (1)
Advance Royalty | US$150,000           
|Capital  (Finances)
Lease Obligations                   | NIL                  
|Operating Lease
Obligations                             | NIL                  
|Purchase Obligations
Equipment                          | NIL                  
|Other Long-term
Liabilities                             | NIL                  
|Total Contractual
Obligations and
Commitments           | US$150,000           



(1) These payments are pursuant to an option to purchase mineral property forming part of our Los Zorros Property under the Unilateral Purchase Option Contract Covering Mining Concessions dated November 6, 2003, between our subsidiary, Minera Samex Chile S.A. and Compañia Minera y Comercial Sali Hochschild S.A.  While we are not obliged to make these payments, it will be necessary to do so if we wish to preserve our interest in this portion of the property.  The Advance Royalty payments  (which would be recoverable from future royalty payments) would be required if the property was not in production by

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December 31, 2007 (see Item 4 Information on the Company  Description of Property - Los Zorros Property).



Change Of Auditor - On November 9, 2004, Steele & Co., Chartered Accountants of Vancouver, BC (the Former Auditor), resigned as auditor of the Company and Dale Matheson Carr-Hilton LaBonte, Chartered Accountants of Vancouver, BC (the Successor Auditor) agreed to act as the Companys auditor effective November 9, 2004.  The change of auditors was implemented at the request of the Former Auditor who advised the Company they were not prepared to continue to act, due to increased requirements applicable to the audit of financial statements filed with the US Securities and Exchange Commission.



Fiscal Year Ended November 30, 2003 compared to Fiscal Year Ended November 30, 2002

During the fiscal year ended November 30, 2003, we were principally involved in exploration work on our Los Zorros property in Chile.  This work included an airborne orthographic photo survey over the entire property, ground topographic surveys, detailed geological mapping, rock chip sampling/assaying, surveying/mapping of old workings, mines and prospect pits, and reviews of limited previous drilling by earlier parties.  We were also active visiting and evaluating additional gold/silver prospects in Chile, and in financing activities.  During the first and second quarters of fiscal 2003, we also completed a thorough review and evaluation of the extensive volume of data gleaned from our exploration over the last several years at the Eskapa precious metal prospect in Bolivia, and the compilation of this information into a comprehensive technical report which recommends further drilling on the property. (See Item 4 Information on the Company  Description of Property for details concerning these properties).



Mineral interests and exploration costs for the year ended November 30, 2003 totaled $648,633 compared to $432,388 in 2002.  Our assets categorized in the consolidated financial statements as Mineral Interests and Deferred Exploration Costs increased to $1,752,722 at November 30, 2003 from $1,219,437 at November 30, 2002.  Costs related to Property Claims (annual patent fees to maintain properties) were written off on the El Desierto ($2,103), Wara Wara ($5,589), Walter ($1,312), and Yaretani ($5,596) properties since no current exploration is being conducted on these properties.  At the 2003 year-end, these properties were written down to a nominal value of $1,000 each until exploration activity is resumed on the property.



Our ability to raise funds for precious metal exploration, increased significantly over the past year, due to increasing precious metal and base metal prices and the resulting renewed market interest in mineral exploration companies.  As a result, the amount of cash on hand at November 30, 2003 was $3,577,146 as compared to $200,181 at November 30, 2002.   At November 30, 2003, we were debt-free, apart from $31,968 accounts payable consisting of general trade payables, compared to liabilities totaling $365,755 at November 30, 2002.



The following comments are related to certain categories in the Consolidated Statements of Operations and Deficit for the fiscal year ended November 30, 2003:



Accounting and Audit  the unusually low amount of $535 is the result of a $10,000 adjustment/ deduction in this account to correct an over-estimated accrual of $20,000 in fiscal 2002, to a revised accrual of $10,000 for fiscal 2003.



Foreign Exchange, Legal, Travel and Promotion  2003 costs increased over 2002 costs, mainly due to increased exploration and acquisition activity by the Company in Chile.



Mineral Interests Administration, Investigation and Evaluation - includes operating costs related to the Companys exploration in Bolivia and Chile and expenses that are not allocated to one of the Companys specific mineral properties (for example generative exploration or investigating and evaluating mineral properties not owned by the Company).



Office, Supplies and Miscellaneous - includes rent and utilities for the Canadian corporate office, book-keeping/accounting, telephone, postage, couriers, office supplies, parking, mileage.



Regulatory Fees  costs of $36,977, more than triple the costs of $11,028 in 2002, due mainly to fee



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increases by regulatory authorities, increased filing/reporting fees and costs related to SEDAR, SEDI, and EDGAR filings



Stock-Based Compensation  Effective December 1, 2002, we adopted a new method to account for stock-based compensation and other stock-based payments which is described in note 9(c) to our Audited Consolidated Financial Statements.  We now record any stock options granted after December 1, 2002 as a compensation expense.  Due to this change in accounting policy, Stock-Based Compensation expenses of $408,400 are recorded in the year ending November 30, 2003, whereas no expense was recorded in this category for prior years.  This compensation expense contributed significantly to the increase in our reported net loss for the fiscal year 2003 of $1,028,014 and per share loss of $0.02 as compared to a net loss of $586,796 and per share loss of $0.01 in fiscal 2002.



Net Loss For The Period  the Stock-Based Compensation expenses of $408,400 referenced above, contributed significantly to the increase in our reported net loss of $1,028,014 and per share loss of $0.02 for the fiscal year 2003 as compared to a net loss of $586,796 and per share loss of $0.01 in fiscal 2002.



Liquidity and Capital Resources for Fiscal 2003 - We are an exploration company and do not have any mineral properties in production and, therefore, did not generate any material revenue from operations during the year ended November 30, 2003.  We realized a net loss of $1,028,014 for the year ended November 30, 2003 or $0.02 per share compared to a net loss in 2002 of $586,796 or $0.01 per share.  Losses over past years are a reflection of our ongoing expenditures on our mineral properties which are all currently in the exploration stage.  Since we have no material source of operating revenues, no lines of credit and no current sources of external liquidity, our ability to continue as a going concern is dependent upon our ability to raise equity capital, enter into joint ventures or borrow to meet our working capital requirements.



Financing during fiscal 2003 - In the past, we have relied in large part on our ability to raise capital from the sale of our securities to fund the acquisition and exploration of our mineral properties.  Due to increasing precious metal and base metal prices and revived market interest in mineral exploration companies over the past year, our ability to raise funding for precious metal exploration increased significantly.  During fiscal 2003, we raised gross proceeds of $4,699,600 from the sale of our securities through private placements and exercise of warrants and options as follows:



During the first quarter (December 1, 2002 to February 28, 2003)

Warrants were exercised for the purchase of 2,832,000 shares for proceeds of $394,000.

Stock Options were exercised for the purchase of 10,000 shares for proceeds of $2,000



During the second quarter (March 1, 2003 to May 31, 2003)

Private Placement of 2,000,000 units announced May 29, 2003  completed in third quarter



During the third quarter (June 1, 2003 to August 31, 2003)

Private Placement of 2,000,000 units at $0.25 per unit raised gross proceeds of $500,000

Warrants were exercised for the purchase of 573,000 shares for proceeds of $59,800

Stock Options were exercised for the purchase of 180,000 shares for proceeds of $36,000



During the fourth quarter (September 1, 2003 to November 30, 2003)

Private Placement of 859,000 units at $0.40 per unit raised gross proceeds of $343,600

Private Placement of 1,400,000 units at $0.70 per unit raised gross proceeds of $980,000

Private Placement of 930,000 units at $0.70 per unit raised gross proceeds of $651,000

Private Placement of 1,000,000 units at $1.00 per unit raised gross proceeds of $1,000,000

Warrants were exercised for the purchase of 2,967,000 shares for proceeds of $687,200

Stock Options were exercised for the purchase of 195,000 shares for proceeds of $46,000



Use of proceeds - During fiscal 2003, we completed five private placement financings which raised gross proceeds totaling $3,474,600 ($500,000 in the third quarter and $2,974,600 in the fourth quarter).  As required in the filing of the respective private placement details with regulatory authorities, we disclosed that the intended use of the private placement proceeds would be in aggregate: $1,574,600 for general working capital, $1,800,000 for expenditures/exploration on our mineral properties, and $100,000 for

52





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mineral property acquisition.



During fiscal
2003, our expenditures/exploration on mineral properties totaled $648,633
including mineral property acquisition costs of $123,905.  By comparison,
during the fiscal year ended November 30, 2002, SAMEX raised $318,000 through
private placement financing.  We disclosed that the intended use of
proceeds was: $50,000 for expenditures/exploration on mineral properties,
$90,000 for outstanding obligations, and $178,000 for general working capital.
 The disclosed use of proceeds was more-than fulfilled as actual
expenditures/exploration on mineral properties totaled $432,388 during fiscal
2002.



Anticipated
Capital Requirements - We expect that we will be able to fund the
anticipated $1.8 million for our exploration programs and ongoing operations for
the fiscal year ending November 30, 2004, from funds on hand.



The price of
gold strengthened considerably during our fiscal year completed on November 30,
2003, as well as our share price and trading volume.  This enabled us to
acquire additional capital from the issuance of our common shares and the
exercise of outstanding warrants.  However, since metal prices were
relatively low for much of the previous year, we were able to obtain concessions
in the Los Zorros district in Chile on much more favourable terms than we would
have been able to during times of more buoyant metal prices.



Employees,
Salaries, Payment to Related Party for 2003 - During the first three
quarters of fiscal 2003, we had five employees and also employed two geologists
part-time in Chile.  By the fourth quarter of 2003, the number of employees
increased to ten, due to increased exploration activity on our Los Zorros
prospect in Chile.  By comparison, we had four employees during the first
half of fiscal 2002, increasing to five employees during the remainder of 2002.
   Salaries, for employees who are also directors or officers of
the Company, totaled $343,663 for the fiscal year ended November 30, 2003 as
compared to $341,134 for fiscal 2002.   During the fiscal year ended
November 30, 2003, legal fees of $45,542 were paid to a legal firm controlled by
one of our directors.





ITEM
6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES



Directors
and Senior Management.

The following
table sets out the names of our directors, management and employees we depend
on, their positions and offices at May 6, 2005.  All our directors are
residents of Canada, with the exception of Patricio Kyllmann, a resident of
Bolivia, and Robert Kell, a resident of the United States and Bolivia.
 None of our directors serve as directors for other public issuers.



|Name,
      Age, Municipality of Residence and Position                                                                     | Present
      and Principal Occupation During the Last Five Years                            | Date of
      First Appointment as Executive Officer | Date of
      First Appointment as Director
|--------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------- | ---------------------------------------------------- | -------------------------------------------
|Jeffrey P. Dahl, 43
      Abbotsford, British
      Columbia
      President and Director
      (son of Peter Dahl)         | Our President, Chief
      Executive Officer, Investor Relations                             | November
      3, 1995                               | November
      3, 1995                     
|Peter J. Dahl, 64
      Abbotsford, British
      Columbia
      Chairman and Director
      (father of Jeffrey
      Dahl) | Consultant;
      Counselor for Garden
      Ministries Society from 1997 to present         | August
      7, 2001                                 | November
      3, 1995                     
|Robert Kell, 54
      Missoula, MT & La
      Paz, Bolivia
      Vice President -
      Exploration and Director            | Geologist, our
      Exploration Manager from November 1995 to present; Consulting geologist | November
      3, 1995                               | June 11,
      1996                        

53





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|Patricio G. Kyllmann,
      53
      La Paz, Bolivia
      Director                                                                                      | Director, Hanasa Ltda.
      (commercial, industrial firm) our Former President, Manager of our South
      American office from Nov 1995 to Aug 2001 | November
      3, 1995
      to
      August
      2001 | November
      3, 1995
|-------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------- | ----------------------
|Allen D. Leschert, 48
      West Vancouver, British
      Columbia
      Director                                                                        | Barrister and Solicitor
      with Leschert & Company Law Corporation                                                                                 | N/A                                                     | November
      3, 1995
|Larry D. McLean, 55
      Abbotsford, British
      Columbia
      Vice President -
      Operations and Director
      (husband of Brenda
      McLean) | Our
      Operations/Administration Manager/Chief Financial Officer from November
      1995 to present                                               | November
      3, 1995                                  | November
      3, 1995
|Brenda McLean, 53
      Abbotsford, British
      Columbia
      Corporate Secretary
      (wife of Larry McLean)                                        | Our Corporate Secretary
      from 1995 to present                                                                                                    | November
      3, 1995                                  | N/A                   



Executive
officers are appointed by the Board of Directors to serve until their successors
are appointed.



Compensation.

Salaries, for
employees who are our directors or officers, totaled $403,823 for the fiscal
year ended November 30, 2004 including salaries of $130,750 to Jeffrey Dahl, our
President and Chief Executive Officer, $131,885 to Robert Kell, our Vice
President-Exploration, and $86,000 to Larry McLean our Vice President-Operations
and Chief Financial Officer.  In addition, the Compensation Committee
recommended to the Board of Directors, that a bonus be paid in December 2003 (in
the first quarter of fiscal 2004) to Senior Officers of the Company who have
also been employees of SAMEX since 1995.  It was resolved that in
recognition of the continued efforts and long-term service of the Senior
Officers/employees of the Company, the Company pay cash bonuses, on a one-time
basis and in lieu of any Christmas or other bonus, equal to one month's salary
for each of the individual Senior Officers as follows:



|Jeffrey
      Dahl, President                   | $7,000  
|----------------------------------------------- | --------
|Robert
      Kell, Vice President - Exploration | US$7,250
|Larry
      McLean, Vice President - Operations | $6,250  
|Brenda
      McLean, Corporate Secretary        | $4,375  





Allen D.
Leschert, one of our directors, provides legal services to us through Leschert
& Company Law Corporation.  Leschert & Company charged us $33,386
for legal services during the fiscal year ended November 30, 2004.



Except as
otherwise disclosed herein, we have not entered into any employment or
management agreements with any of our directors or executive officers.  In
addition, we do not currently have any retirement, pension, bonus,
profit-sharing or similar plans and none are proposed at this time.



Incentive
Stock Options

In order to
attract and retain highly qualified personnel, we provide incentives in the form
of stock options to certain of our qualified employees, directors, officers and
consultants on terms and conditions which are in accordance the Company's
Stock Option Plan and the prevailing rules and policies of the TSX Venture
Exchange, and our Board of Directors.



At our Annual
General Meetings held on May 20, 2004 and on May 5, 2005, the shareholders
passed  ordinary resolutions giving annual approval to the Company's "rolling"
stock option plan.  Under the terms

54





---





of the
Company's Stock Option Plan (the "Plan"), our Board of Directors are
authorized to grant options to any person who is an employee, director, officer,
or consultant for us or one of our subsidiaries and who is not otherwise
prevented from receiving the Option under the terms of applicable policy of the
TSX-V or a company which is owned by one or more such individuals (an "Eligible
Person").  The maximum number of Common Shares which may be reserved for
issuance under the Plan is 10% of the Common Shares outstanding at the time of
the grant (on a non-diluted basis) less the aggregate number of Common Shares
reserved for issuance under any other existing stock options or similar share
compensation arrangement and the maximum number which may be reserved for
issuance to any one person under the Plan is 5% (unless otherwise approved by a
majority of disinterested shareholders, which approval has not been sought or
granted).  Our Board of Directors is entitled, subject to the requirements
of applicable TSX-V policy, to set the exercise price of each option (provided
it is greater than the minimum prescribed under TSX-V Policy), the term during
which it may be exercised (to a maximum of 10 years) and any vesting provisions
as they may deem appropriate and as are in compliance with TSX-V policy.
 Any options granted under the Plan are exerciseable only while the holder
remains an Eligible Person or the time period determined by the Board of
Directors after ceasing to be an Eligible Person, and are not assignable or
transferable other than by will or the laws of descent and distribution.



During our
fiscal year 2004 we granted stock options under the Company's Stock Option
Plan as follows: on February 3, 2004, stock options were granted to employees
and consultants for the purchase of 330,000 shares at a price of $1.00 per share
until expiry February 3, 2009.  On May 4, 2004, stock options were granted
to an employee for the purchase of 75,000 shares at a price of $1.00 per share
until expiry of the option on May 4, 2009.  On August 6, 2004, stock
options were granted to director, officers, employees and consultants for the
purchase of 1,070,000 shares at a price of $1.10 per share until expiry August
6, 2009 (options on 715,000 of the shares were granted to directors/officers).
 During fiscal 2004, stock options were exercised for the purchase of
505,000 shares for proceeds of $151,000.



Options
Terminated - Subsequent to our fiscal year ended November 30, 2004, on December
16, 2004, options terminated to acquire 225,000 shares and on February 9, 2005,
options terminated to acquire 75,000 shares.



Options
Expire - New Options Granted - On April 19, 2005, five-year-old stock options
expired that had been granted to acquire an aggregate of 2,175,000 shares at a
price of $0.40 per share.  The expired options of seven directors/officers
and of one employee were replaced as part of the grant of new options on April
20, 2005 as follows: a new option was granted to an employee for the purchase of
30,000 shares at a price of $0.40 per share and new options were granted to
directors/officers for the purchase of 2,225,000 shares at a price of $0.40 per
share until expiry April 20, 2015.  The options are subject to a four-month
hold period.



As a result
of the grants, exercises, terminations and expiries, at April 30, 2005 there
were 5,375,000 options outstanding with expiry dates as shown in the table
below.  They consist of options to purchase an aggregate of 4,480,000
common shares granted to our directors and/or officers and options to purchase
an aggregate of 895,000 common shares granted to our employees or consultants as
follows:



|Optionee     | Date of
      Option                                                                           | # of
      Shares                                               | Price                                                 | Expiry Date                                                                                    
|------------ | ---------------------------------------------------------------------------------------------- | --------------------------------------------------------------- | ----------------------------------------------------- | -----------------------------------------------------------------------------------------------
|Jeffrey Dahl | March 19, 2002
      Sept. 12, 2002
      Nov. 17, 2003
      Aug 6, 2004
      April 20, 2005 | 150,000
      100,000
      125,000
      125,000
      350,000 | $0.20
      $0.20
      $1.00
      $1.10
      $0.40 | March 19, 2007
      Sept. 12, 2007
      Nov. 17, 2008
      Aug. 6, 2009
      April 20, 2015
|Peter Dahl   | March 19, 2002
      Nov. 17, 2003
      Aug 6, 2004
      April 20, 2005                      | 100,000
      75,000
      100,000
      350,000                | $0.20
      $1.00
      $1.10
      $0.40             | March 19, 2007
      Nov. 17, 2008
      Aug. 6, 2009
      April 20, 2015                     
|Robert Kell  | March 19, 2002
      Nov. 17, 2003
      Aug 6, 2004
      April 20, 2005                      | 200,000
      125,000
      125,000
      350,000               | $0.20
      $1.00
      $1.10
      $0.40             | March 19, 2007
      Nov. 17, 2008
      Aug. 6, 2009
      April 20, 2015                     
|Larry McLean | March 19, 2002
      Nov. 17, 2003                                                             | 200,000
      125,000                                           | $0.20
      $1.00                                     | March
      19, 2007
      Nov.
      17, 2008                                                 

55





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|-                         | Aug. 6,
      2004
      April 20,
      2005                                                     | 125,000
      350,000                            | $1.10
      $0.40                         | Aug. 6, 2009
      April 20, 2015                                                                 
|------------------------- | ------------------------------------------------------------------------------------------------- | ------------------------------------------------ | ----------------------------------------- | --------------------------------------------------------------------------------------------------
|Allen
      Leschert      | March
      19, 2002
      Nov.
      17, 2003
      Aug
      6, 2004
      April
      20, 2005 | 100,000
      50,000
      100,000
      350,000 | $0.20
      $1.00
      $1.10
      $0.40 | March
      19, 2007
      Nov.
      17, 2008
      Aug.
      6, 2009
      April
      20, 2015
|Patricio
      Kyllmann   | Nov.
      17, 2003
      Aug
      6, 2004
      April
      20, 2005                            | 50,000
      100,000
      300,000               | $1.00
      $1.10
      $0.40             | Nov.
      17, 2008
      Aug.
      6, 2009
      April
      20, 2015                           
|Brenda
      McLean       | March
      19, 2002
      Nov.
      17, 2003
      Aug
      6, 2004
      April
      20, 2005 | 100,000
      40,000
      40,000
      175,000  | $0.20
      $1.00
      $1.10
      $0.40 | March
      19, 2007
      Nov.
      17, 2008
      Aug.
      6, 2009
      April
      20, 2015
|Philip
      Southam      | Oct.
      15, 2003
      Feb
      3, 2004
      Aug
      6, 2004
      April
      20, 2005    | 30,000
      55,000
      50,000
      30,000    | $0.63
      $1.00
      $1.10
      $0.40 | Oct.
      15, 2008
      Feb.
      3, 2009
      Aug.
      6, 2009
      April
      20, 2015  
|Bill
      Murphy         | March
      19, 2002                                                                              | 100,000                                          | $0.20                                     | March
      19, 2007                                                                              
|Stephen
      Scammell    | Aug
      6, 2004                                                                                 | 25,000                                           | $1.10                                     | Aug.
      6, 2009                                                                                
|Geosupply
      Servicios | Sept.
      12, 2002                                                                              | 100,000                                          | $0.20                                     | Sept.
      12, 2007                                                                              
|Francisco
      Vergara   | Nov.
      12, 2002
      Aug.
      13, 2003
      Aug
      6, 2004                             | 50,000
      50,000
      50,000                 | $0.20
      $0.40
      $1.10             | Nov.
      12, 2007
      Aug.
      13, 2008
      Aug.
      6, 2009                            
|Dale
      Dobson         | Feb
      3, 2004
      Aug
      6, 2004                                                         | 50,000
      25,000                              | $1.00
      $1.10                         | Feb.
      3, 2009
      Aug
      6, 2009                                                        
|Leopoldo
      Martinez   | Feb
      3, 2004
      Aug
      6, 2004                                                         | 50,000
      50,000                              | $1.00
      $1.10                         | Feb.
      3, 2009
      Aug.
      6, 2009                                                       
|Manuel
      Avalos       | Feb
      3, 2004
      Aug
      6, 2004                                                         | 50,000
      50,000                              | $1.00
      $1.10                         | Feb.
      3, 2009
      Aug.
      6, 2009                                                       
|Jorge
      Humphreys     | Feb
      3, 2004
      Aug
      6, 2004                                                         | 25,000
      15,000                              | $1.00
      $1.10                         | Feb.
      3, 2009
      Aug.
      6, 2009                                                       
|Jean
      Nicholl        | Feb
      3, 2004
      Aug
      6, 2004                                                         | 25,000
      15,000                              | $1.00
      $1.10                         | Feb.
      3, 2009
      Aug.
      6, 2009                                                       



Board
practices.

Our board of
directors consists of six members, the terms of which expire at the general
meeting of shareholders to be held in each year.  Directors are elected by
a majority of the votes of our common shares present in person or represented by
proxy at our annual meeting of shareholders and entitled to vote at such
election.  Each director will hold office until his or her term expires and
his or her successor has been elected and qualified.  Executive officers
serve at the discretion of the board of directors.  Officers are elected at
the annual meeting of the directors held immediately after the annual general
meeting of shareholders.



We have
granted and intend to continue to grant incentive stock options to employees,
directors, officers and consultants on terms and conditions established by the
Company's Stock Option Plan and in accordance with prevailing policy of the
TSX Venture Exchange, as summarized in Item 6. "Directors, Senior Management
and Employees; Compensation - Incentive Stock Options".



Our directors
do not receive any monies for serving in their capacity as directors and there
is currently no arrangement for the payment of any compensation in the future.



Except as
disclosed herein, we have not entered into any service or employment agreements
with any of our directors or officers.  We do not have any retirement,
pension, profit-sharing or such similar plans and none are proposed at the
present time.

56





---







Our Audit
Committee is composed of directors Larry McLean (the Vice-President, Operations
and Chief Financial Officer of the Company) and Peter Dahl and Allen Leschert
(non-executive directors of the Company).  The Audit Committee functions
under a Charter adopted by the Board of Directors.  The Audit Committee's
primary function is to review the annual audited financial statements with the
Company's external auditor (the "Auditor") prior to presentation to the
Board and to make recommendations thereon, together with recommendations to the
Board with respect to such financial statements and compensation payable to the
Auditor.  The audit committee also reviews the Company's interim
un-audited quarterly financial statements prior to finalization and publication.
 The Audit Committee also provides review oversight with respect to
pre-approval of all non-audit services to be provided by the Auditor to the
Company and a number of other related matters including issues related to a
change of auditors and establishing procedures for treatment of complaints
regarding accounting, internal accounting controls or auditing matters.
 The Audit Committee meets as a separate committee of the board as and when
needed to carry out its functions and keeps formal minutes of its proceedings.



Our
Compensation Committee is composed of directors Peter Dahl, Allen Leschert and
Patricio Kyllmann.  The Compensation Committee was established during
fiscal 2003 to assist and advise the Board of Directors with respect to any and
all matters relating to the compensation of the executive officers of the
Company or other such persons as the Board may from time to time request.
 The Compensation Committee meets as a separate committee of the board as
and when needed to carry out its functions and keeps formal minutes of its
proceedings.





Employees.

As of April
30, 2005, we had 20 employees, four of which are also our directors or officers.
 A summary of employees over the last three fiscal years is set out below.
 The majority of our employees during 2004 were involved in activities
related to the exploration program on our Los Zorros property in Chile.
 None of our employees are represented by unions or covered by collective
bargaining agreements.



|Fiscal
      Year ending | Category
      of Activity | Number
      Employees per Category and Total at Fiscal Year End
|------------------------ | -------------------------- | ----------------------------------------------------------------
|November
      30, 2004  | Exploration                | 16                                                              
|                         | Administrative/Office      | 5                                                               
|                         | Total:                     | 21                                                              
|November
      30, 2003  | Exploration                | 6                                                               
|                         | Administrative/Office      | 4                                                               
|                         | Total:                     | 10                                                              
|November
      30, 2002  | Exploration                | 1                                                               
|                         | Administrative/Office      | 4                                                               
|                         | Total:                     | 5                                                               





Share
ownership.

The following
table sets forth the shareholdings, to our knowledge, owned beneficially,
directly or indirectly, by our directors and members of our administrative,
supervisory or management bodies as of April 30, 2005.  There were
65,373,165 common shares issued and outstanding as of April 30, 2005.



|Name
      and Position | Number
      of Shares of SAMEX Owned | Percentage
      of Shares Owned at
      April
      30/05 | Incentive
      Stock Options Owned
|----------------------- | ------------------------------------- | ----------------------------------------------------------- | -----------------------------------

57





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|                                                                                                     |         |       | Number
      of Shares under Option                             | Exercise
      Price                                  | Expiry
      Date                                                                                                              
|---------------------------------------------------------------------------------------------------- | ------- | ----- | --------------------------------------------------------------- | ----------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------
|Jeffrey P. Dahl
      President and Chief
      Executive Officer/Director                           | 375,000 | 0.58% | 150,000
      100,000
      125,000
      125,000
      350,000 | $0.20
      $0.20
      $1.00
      $1.10
      $0.40 | March 19,
      2007
      Sept. 12,
      2007
      Nov. 17,
      2008
      August 6,
      2009
      April 20,
      2015
|Peter J. Dahl
      Chairman/Director                                                                | 454,100 | 0.70% | 100,000
      75,000
      100,000
      350,000                | $0.20
      $1.00
      $1.10
      $0.40             | March 19,
      2007
      Nov. 17,
      2008
      August 6,
      2009
      April 20,
      2015                           
|Robert E. Kell
      Vice President
      Exploration /
      Director                               | 397,500 | 0.61% | 200,000
      125,000
      125,000
      350,000               | $0.20
      $1.00
      $1.10
      $0.40             | March 19,
      2007
      Nov. 17,
      2008
      August 6,
      2009
      April 20,
      2015                           
|Larry D. McLean
      Vice President -
      Operations and Chief Financial Officer /
      Director | 355,525 | 0.55% | 200,000
      125,000
      125,000
      350,000               | $0.20
      $1.00
      $1.10
      $0.40             | March 19,
      2007
      Nov. 17,
      2008
      August 6,
      2009
      April 20,
      2015                           
|Allen D. Leschert
      Director                                                                     | 217,012 | 0.34% | 100,000
      50,000
      100,000
      350,000                | $0.20
      $1.00
      $1.10
      $0.40             | March 19,
      2007
      Nov. 17,
      2008
      August 6,
      2009
      April 20,
      2015                           
|Patricio G. Kyllmann
      Director                                                                  | 136,700 | 0.21% | 50,000
      100,000
      300,000                              | $1.00
      $1.10
      $0.40                         | Nov. 17,
      2008
      August 6,
      2009
      April 20,
      2015                                                      
|Brenda McLean
      Corporate Secretary                                                              | 233,975 | 0.36% | 100,000
      40,000
      40,000
      175,000                 | $0.20
      $1.00
      $1.10
      $0.40             | March 19,
      2007
      Nov. 17,
      2008
      August 6,
      2009
      April 20,
      2015                           



Statements as
to securities beneficially owned by directors, or as to securities over which
they exercise control or direction, are based upon information obtained from
such directors and from records available to the Company.  For particulars
on outstanding stock options, see "Item 6. Directors, Senior Management and
Employees - Compensation - Incentive Stock Options".



ITEM
7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Major
Shareholders.

As at April
30, 2005, 65,373,165 common shares of the Company were issued and outstanding.
 We had 74 shareholders of record with addresses in the United States
holding an aggregate of 9,102,863 common shares representing 13.93% of our
common shares.  To our knowledge, no person beneficially owns, directly or
indirectly or exercises control or direction over, or has a combination of
direct or indirect beneficial ownership of and control or direction over, shares
carrying more than 5% of the voting rights attached to our issued and
outstanding common shares, as at April 30, 2005.



All of our
common shares have identical voting rights.



Related
Party Transactions.

Except where
described elsewhere in this Annual Report, we have not, during the three fiscal
years ended November 30, 2004 and the subsequent period up to the date of this
Annual Report, entered into transactions or loans with any (a) enterprises that
are directly or indirectly controlled by or under common control with us; (b)
our associates; (c) individuals directly or indirectly owning voting right which
give them

58





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significant
influence over us or close members of their respective families, (d) our
directors, senior management or close members of their respective families or
(e) enterprises in which a significant voting is held or significantly
influenced by any of the foregoing individuals (a "Related Party"), except
as follows:



Stock
Options Granted to Related Parties:



|Related
      Party Name/Position                                             | Date
      Option Granted                                                                      | # of
      Shares Granted                                       | Exercise
      Price/Share                            | Expiry
      Date                                                                              
|----------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------- | --------------------------------------------------------------- | ----------------------------------------------------- | -----------------------------------------------------------------------------------------------
|Jeffrey Dahl
      Director, President,
      CEO                             | March 19, 2002
      Sept. 12, 2002
      Nov. 17, 2003
      Aug 6, 2004
      April 20, 2005 | 150,000
      100,000
      125,000
      125,000
      350,000 | $0.20
      $0.20
      $1.00
      $1.10
      $0.40 | March 19, 2007
      Sept. 12, 2007
      Nov. 17, 2008
      Aug. 6, 2009
      April 20, 2015
|Peter Dahl
      Director and Chairman                                        | March 19, 2002
      Nov. 17, 2003
      Aug 6, 2004
      April 20, 2005                      | 100,000
      75,000
      100,000
      350,000                | $0.20
      $1.00
      $1.10
      $0.40             | March 19, 2007
      Nov. 17, 2008
      Aug. 6, 2009
      April 20, 2015                     
|Robert Kell
      Director, Vice
      President - Exploration                | March 19, 2002
      Nov. 17, 2003
      Aug 6, 2004
      April 20, 2005                      | 200,000
      125,000
      125,000
      350,000               | $0.20
      $1.00
      $1.10
      $0.40             | March 19, 2007
      Nov. 17, 2008
      Aug. 6, 2009
      April 20, 2015                     
|Larry McLean
      Director, Vice
      President - Operations, CFO           | March 19, 2002
      Nov. 17, 2003
      Aug 6, 2004
      April 20, 2005                      | 200,000
      125,000
      125,000
      350,000               | $0.20
      $1.00
      $1.10
      $0.40             | March 19, 2007
      Nov. 17, 2008
      Aug. 6, 2009
      April 20, 2015                     
|Allen Leschert
      Director                                                 | March 19, 2002
      Nov. 17, 2003
      Aug 6, 2004
      April 20, 2005                      | 100,000
      50,000
      100,000
      350,000                | $0.20
      $1.00
      $1.10
      $0.40             | March 19, 2007
      Nov. 17, 2008
      Aug. 6, 2009
      April 20, 2015                     
|Patricio Kyllmann
      Director                                              | Nov. 17, 2003
      Aug 6, 2004
      April 20, 2005                                           | 50,000
      100,000
      300,000                              | $1.00
      $1.10
      $0.40                         | Nov. 17, 2008
      Aug. 6, 2009
      April 20, 2015                                          
|Brenda McLean
      Corporate Secretary                                       | March 19, 2002
      Nov. 17, 2003
      Aug 6, 2004
      April 20, 2005                      | 100,000
      40,000
      40,000
      175,000                 | $0.20
      $1.00
      $1.10
      $0.40             | March 19, 2007
      Nov. 17, 2008
      Aug. 6, 2009
      April 20, 2015                     
|Linda Dahl, Consultant
      - wife of Jeffrey Dahl, Director, President, CEO | March 19, 2002                                                                                 | 50,000                                                          | $0.20                                                 | March 19, 2007                                                                                 



Options
Expire - New Options Granted - On April 19, 2005, five-year-old stock options
expired that had been granted to acquire an aggregate of 2,175,000 shares at a
price of $0.40 per share.  The expired options of seven directors/officers
and of one employee were replaced as part of the grant of new options on April
20, 2005 as follows: a new option was granted to an employee for the purchase of
30,000 shares at a price of $0.40 per share and new options were granted to
directors/officers for the purchase of 2,225,000 shares at a price of $0.40 per
share until expiry April 20, 2015 (see table above).



Stock
Options Exercised by Related Parties:



|Related
      Party Name/Position                 | Date
      Option Exercised                                                                                          | # of
      Shares
      Exercised                             | Exercise
      Price/Share                            | Proceeds                                                       
|------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------- | ----------------------------------------------------- | ---------------------------------------------------------------
|Jeffrey Dahl
      Director, President,
      CEO | Aug 13,
      2003                                                                                                   | 50,000                                                        | $0.20                                                 | $10,000                                                        
|Patricio Kyllmann
      Director                  | Aug 26,
      2003
      Nov 13,
      2003
      Dec 9,
      2003
      Feb 26,
      2004
      Apr 8,
      2004 | 100,000
      50,000
      50,000
      100,000
      100,000 | $0.20
      $0.20
      $0.20
      $0.40
      $0.40 | $20,000
      $10,000
      $10,000
      $40,000
      $40,000

59





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|Allen Leschert -
      Director                                               | Nov 25,
      2003                                                  | 100,000                          | $0.20                         | $20,000                         
|----------------------------------------------------------------------------- | ------------------------------------------------------------------- | -------------------------------- | ----------------------------- | --------------------------------
|Peter Dahl
      Director and Chairman                                        | Dec 10,
      2003                                                  | 100,000                          | $0.20                         | $20,000                         
|Linda Dahl, Consultant
      - wife of Jeffrey Dahl, Director, President, CEO | Jan 16,
      2003
      Oct 27,
      2003
      Jul 7,
      2004 | 10,000
      10,000
      30,000 | $0.20
      $0.20
      $0.20 | $2,000
      $2,000
      $6,000

|Related
      Party
      Name/Position                                                 | Date
      Warrant
      Exercised            | # of
      Shares
      Exercised | Exercise
      Price/Share | Proceeds             
|--------------------------------------------------------------------------------------- | --------------------------------------------- | --------------------------------- | -------------------------- | ---------------------
|Jeffrey Dahl
      Director, President,
      Chief Executive Officer                   | Feb. 19,
      2004
      Mar 31,
      2004  | 25,000
      25,000               | $0.40
      $0.40          | $10,000
      $10,000
|Peter Dahl
      Chairman & Director                                                    | Oct. 10,
      2003
      Feb.9,
      2004   | 150,000
      40,000              | $0.10
      $0.25          | $15,000
      $10,000
|Larry McLean
      Director, Chief
      Financial Officer, Vice President - Operations | Jan. 20,
      2003                           | 250,000                           | $0.15                      | $37,500              
|Heidi Dahl -
       wife of Peter Dahl, Chairman & Director                             | Aug. 15,
      2003                           | 65,000                            | $0.12                      | $7,800               
|John Michael Dahl -
      son of Peter Dahl, Chairman & Director                        | Oct. 1,
      2003                            | 20,000                            | $0.12                      | $2,400               
|Melanie Dahl  -
      daughter-in-law of Peter Dahl, Chairman, Director                 | Oct. 23,
      2003
      Feb. 25,
      2004 | 15,000
      40,000               | $0.12
      $0.25          | $1,800
      $10,000 
|Cindy Dahl  -
      daughter-in-law of Peter Dahl, Chairman & Director                  | Feb. 11,
      2004                           | 40,000                            | $0.25                      | $10,000              
|Linda Dahl, Consultant
      - wife of Jeffrey Dahl, Director, President, CEO           | Apr 2,
      2004                             | 5,000                             | $0.40                      | $2,000               







Private
Placement Participation by Related Parties:



Private
Placement - February 11, 2002: We issued an aggregate of 120,000 units,
comprised of one common share and one warrant to purchase an additional common
share, to a director and to close family members of a director at a price of
$0.15 per unit under a private placement of 2,120,000 units sold. The Related
Party subscribers were as follows:



|Related Party
      Name/Position                                       | Number of Units
      Purchased | Proceeds
|----------------------------------------------------------------------- | ------------------------------- | --------
|Peter J. Dahl -
      Chairman & Director                               | 40,000                          | $6,000  
|Cindy Dahl -
      daughter-in-law of Peter Dahl, Chairman & Director   | 40,000                          | $6,000  
|Melanie Dahl -
      daughter-in-law of Peter Dahl, Chairman & Director | 40,000                          | $6,000  



Private
Placement - August 11, 2003: We issued an aggregate of 719,000 units,
comprised of one common share and one-half of a warrant to purchase an
additional common share, to directors/officers and to close family members of
directors/officers at a price of $0.40 per unit under a private placement of
859,000 units sold. The Related Party subscribers were as follows:



|Related Party
      Name/Position            | Number of Units
      Purchased | Proceeds
|-------------------------------------------- | ------------------------------- | --------
|Jeffrey P. Dahl -
      President & Director | 100,000                         | $40,000 

60





---



|Linda Dahl - wife of
      Jeffrey Dahl, President & Director           | 10,000  | $4,000 
|----------------------------------------------------------------------- | ------- | -------
|Peter J. Dahl -
      Chairman & Director                               | 185,000 | $74,000
|Cindy Dahl -
      daughter-in-law of Peter Dahl, Chairman & Director   | 45,000  | $18,000
|Melanie Dahl -
      daughter-in-law of Peter Dahl, Chairman & Director | 45,000  | $18,000
|Lisa Dahl -
      daughter-in-law of Peter Dahl, Chairman & Director    | 24,000  | $9,600 
|Allen Leschert -
      Director                                         | 110,000 | $44,000
|Robert Kell -
      Director & Vice President - Exploration             | 200,000 | $80,000



Private
Placement - October 22, 2003 - We issued an aggregate of 140,000 units,
comprised of one common share and one-half of a warrant to purchase an
additional common share, to close family members of directors/officers at a
price of $0.70 per unit under a private placement of 930,000 units sold.
 The Related Party subscribers were as follows:

|Related Party
      Name/Position                                       | Number of Units
      Purchased | Proceeds
|----------------------------------------------------------------------- | ------------------------------- | --------
|Heidi Dahl - wife of
      Peter Dahl - Chairman & Director             | 20,000                          | $14,000 
|John Michael Dahl -
      son of Peter Dahl - Chairman & Director       | 20,000                          | $14,000 
|Lisa Dahl -
      daughter-in-law of Peter Dahl, Chairman & Director    | 10,000                          | $7,000  
|Melanie Dahl -
      daughter-in-law of Peter Dahl, Chairman & Director | 20,000                          | $14,000 
|Walter & Alida Dahl
      - brother of Peter Dahl, Chairman & Director  | 20,000                          | $14,000 
|Linda Dahl - wife of
      Jeffrey Dahl, President & Director           | 50,000                          | $35,000 



Other
Related Party Transactions



During fiscal
2002 the Board of Directors resolved to pay a bonus to the Company's
President, Jeffrey Dahl, as a reward in recognition of his dedication, vision,
perseverance, leadership, and personal sacrifice in guiding the Company
successfully through several years of extremely difficult market and financial
conditions.  The bonus consisted of a $30,000 cash payment and the grant of
incentive stock options to purchase 100,000 shares at a price of $0.20 per
share.



During fiscal
2004, the Compensation Committee recommended to the Board of Directors, that a
bonus be paid in December 2003 to Senior Officers of the Company who have also
been employees of SAMEX since 1995.  It was resolved that in recognition of
the continued efforts and long-term service of the Senior Officers/employees of
the Company, the Company pay cash bonuses, on a one-time basis and in lieu of
any Christmas or other bonus, equal to one month's salary for each of the
individual Senior Officers as follows: Jeffrey Dahl, President - $7,000; Robert
Kell, Vice President, Exploration - US$7,250; Larry McLean, Vice President,
Operations - $6,250; Brenda McLean, Corporate Secretary - $4,375. See Item 6.
"Compensation".



The
Compensation Committee recommended salary increases effective January 1, 2004
for senior officers/employees.  The Compensation Committee recommended
these salary increases to the Board of Directors to bring salaries up to current
competitive levels of those in the exploration/mining industry.



Allen D.
Leschert, one of our directors, provides legal services to us through Leschert
& Company Law Corporation.  Leschert & Company charged $33,386
during the fiscal year ended November 30, 2004 $45,542 during the fiscal year
ended November 30, 2003 and $32,050 during the fiscal year ended November 30,
2002.



Other than
disclosed above, no Related Party is or has been indebted to us or our
subsidiaries since November 30, 2004.  There are no management, consulting,
lease or other agreements in which our management, directors or subsidiaries are
parties.



Interests
of Experts and Counsel.

Not Applicable.



61





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ITEM
8. FINANCIAL INFORMATION

Consolidated
Statements and Other Financial Information.

Attached
hereto, in Item 17 "Financial Statements", are our audited consolidated
financial statements, consisting of balance sheets as at November 30, 2004 and
November 30, 2003, and the consolidated statements of operations and deficit and
cash flows for each of the years in the three-year period ended November 30,
2004 together with related notes and schedules and the report of our Auditor.
 See Item 17 Financial Statements.



Legal
Proceedings

To our
knowledge, there are no currently pending or threatened legal proceedings that
could have a material effect on our business, results of operations or financial
condition.



Dividend
Policy

We have never
declared or paid any cash dividends on our common shares.  As we do not
have any earnings, we do not anticipate paying cash dividends on the common
shares for the foreseeable future.  Future dividends on the commons shares
will be determined by the Board of Directors in light of circumstances existing
at the time, including our earnings and financial condition.  There is no
assurance that dividends will ever be paid.  See "Special Note Regarding
Forward Looking Statements".



Significant
Changes.

No
significant changes have occurred since the date of the annual financial
statements.



ITEM
9. THE OFFER AND LISTING.

Offer
and Listing Details.

The following
sets forth the price history of our commons shares for the period indicated, as
reported by the TSX Venture Exchange (formerly Canadian Venture Exchange Inc.).
 They reflect inter-dealer prices, without retail markup, markdown or
commissions, and may not represent actual transactions.



|Period                              | High
      (CDN $) | Low
      (CDN $)
|----------------------------------- | ------------------ | -----------------
|Financial
      Year 2005 (Monthly) |                    |                  
|April,
      2005                   | 0.49               | 0.41             
|March,
      2005                   | 0.63               | 0.48             
|February,
      2005                | 0.75               | 0.52             
|January,
      2005                 | 0.85               | 0.65             
|December,
      2004                | 0.99               | 0.70             
|Financial
      Year 2004           | 1.65               | 0.65             
|Fourth
      Quarter                | 1.20               | 0.74             
|Third
      Quarter                 | 1.25               | 0.65             
|Second
      Quarter                | 1.42               | 0.80             
|First
      Quarter                 | 1.65               | 0.86             
|Financial
      Year 2003           | 1.63               | 0.16             
|Fourth
      Quarter                | 1.63               | 0.53             
|Third
      Quarter                 | 0.63               | 0.25             
|Second
      Quarter                | 0.34               | 0.18             
|First
      Quarter                 | 0.41               | 0.16             
|Financial
      Year 2002           | 0.42               | 0.03             
|Fourth
      Quarter                | 0.28               | 0.16             
|Third
      Quarter                 | 0.40               | 0.15             
|Second
      Quarter                | 0.42               | 0.20             



62





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|First
      Quarter       | 0.21 | 0.03
|------------------------- | ---- | ----
|Financial
      Year 2001 | 0.17 | 0.04
|Financial
      Year 2000 | 0.25 | 0.09
|Financial
      Year 1999 | 0.68 | 0.15
|Financial
      Year 1998 | 0.90 | 0.15
|Financial
      Year 1997 | 2.80 | 0.36
|Financial
      Year 1996 | 7.20 | 1.65



The closing
price of our common shares on the TSX Venture Exchange on April 29, 2005 was
CDN$0.42.



Plan
of distribution.

Not Applicable.



Markets.

Our Common
Shares are quoted in Canada on the TSX Venture Exchange under the trading symbol
"SXG" and in the United States on the National Association of Securities
Dealers OTC Bulletin Board under the trading symbol "SMXMF".



Selling
shareholders.

Not Applicable.



Dilution.

Not Applicable.



Expenses
of the issue.

Not Applicable.



ITEM
10. ADDITIONAL INFORMATION.

Share
capital.

Not Applicable.



Changes
To Corporate Legisalation.

We were
incorporated in British Columbia under the Company Act (British Columbia) (the
"Old Act").  On March 29, 2004, the Old Act was abolished and replaced
with the Business Corporations Act (British Columbia), as amendedand
regulations thereto (the "New Act" or the "Business Corporations Act"),which we are now subject to.  The New Act contains a number of changes,
which we will be required to effect within a two year transition period after
March 29, 2004, including the following:



(1)

file
a transition application with the Registrar of Companies for British Columbia
(the "Registrar"), which must be authorized by either a directors'
resolution or an ordinary resolution of our shareholders.  The transition
application must contain a new "Notice of Articles", including our directors'
names and addresses, registered and records offices, company name, authorized
share structure, share issue/allotment restrictions and special rights and
restrictions applicable to our shares. This was completed on February 11, 2005.
 The Notice of Articles replaces our former Memorandum;

(2)

we
must alter our Articles to the extent necessary to ensure that they comply with
the new Act: The new Articles must be approved by a directors' resolution or
an ordinary resolution and filed in our Registered and Records office.  A
new form of Articles and an amendment to our former Notice of





63





---





Articles
reflecting these changes as well as an amendment to our share structure to
remove the maximum number of shares authorized to be issued, was approved by our
shareholders at the Annual General Meeting held on May 5, 2005, but is not yet
effective, pending filing of same with the Registrar and receipt of approval
from the TSX Venture Exchange;   and

(3)

we
must replace our current register of members, allotments and transfers with a
new central securities register and also provide certain supplemental
information required under the New Act.



We
intend to effect the required changes within the prescribed transition period,
but have not yet done so.  The new Articles and Notice of Articles, as
amended, will become effective upon filing an amended Notice of Articles with
the Registrar, which we intend to do after receipt of all necessary approvals
from the TSX Venture Exchange.



Notice
of Articles and Articles of association.

Our Notice of
Articles and Articles (our "Constating Documents") are attached as exhibits
hereto or incorporated by reference herein from filed documents (filed as
exhibits in our Form 20-F annual reports of previous years) as noted in Item 19.
 Our Articles and Notice of Articles do not contain any limitations on our
objects or purposes.



The following
is a summary of certain provisions of our Constating Documents:



Director's
Power To Vote On Matters In Which The Director Is Materially Interested

Our Articles
provide that it is the duty of any of our directors who are directly or
indirectly interested in an existing or proposed contract or transaction with us
to declare the nature of their interest at a meeting of our Board of Directors.
 In the case of a proposed contract or transaction, the declaration must be
made at the meeting of our Board of Directors at which the question of entering
into the contract or transaction is first taken into consideration, or if the
interested directors are not present at that meeting, our directors are required
to declare their interest at the next meeting.  If an interested Director
votes in favour of such contract or transaction, he or she may be liable to
account for any profit obtained therefrom.





Director's
Power To Vote On Compensation To Themselves



Subject to
the Business Corporations Act, our Articles provide that the directors
may determine the amount to be paid out of our funds or capital as remuneration
for their service.  The directors may also determine the proportions and
manner that the remuneration will be divided among them.  The Directors
have, by resolution, formed a Compensation Committee (composed of non-executive
directors) to assist and advise the Board of Directors with respect to any and
all matters relating to the compensation of the executive officers of the
Company or other such persons as the Board may from time to time request.



Director's
Borrowing Powers

Our Articles
provide that the directors, on our behalf, may:



(a)
raise or borrow money for our purposes upon such terms and conditions as they
think fit;



(b)
guarantee obligations of any other person;



(c)
issue debt obligations as security for loans; and



(d)
mortgage or charge any part of our property and assets.





Retirement
Of Directors Under An Age Limit Requirement



Our Articles
do not require directors to retire prior to a specified age.





64





---





Number
Of Shares Required For A Director's Qualification

Our Articles
do not provide for a requirement of share ownership for a director's
qualification.



Changes
In Our Capital

Our Articles
provide that we may, by ordinary resolution, amend our memorandum to increase
our authorized capital by:



(a)
creating shares with par value or shares without par value, or both;



(b)
increasing the number of shares with par value or shares without par value, or
both; or



(c)
increasing the par value of a class of shares with par value, if no shares of
that class are issued.



Subject to
the Business Corporations Act, the new shares may be issued upon such
terms and conditions and with such rights, privileges, limitations, restrictions
and conditions attached to them as the resolution of our shareholders determines
or, if no direction is given, as our directors determine.



In addition,
subject to the Business Corporations Act, we may also by special
resolution subdivide our shares, into shares of smaller amount than the number
of shares issued and outstanding, so, that in the subdivision the proportion
between the amount paid and the amount, if any, unpaid on each reduced share
shall be the same as it was in the case of the share from which the reduced
share is derived, and the special resolution whereby any share is subdivided may
determine that as between the holders of the shares resulting from the
subdivision, one or more of the shares shall have some preference or special
advantage as regards dividend, capital, voting or otherwise, over, or as
compared with, the others;



At the
meeting, at least two persons holding at least five percent (5%) of the
outstanding shares must be present in person or represented by proxy in
accordance with our Articles.



Our Articles
require similar approval of the holders of Preferred Shares in the event of
changes analogous to the ones described above to the Preferred Shares.  In
addition, if the deletion, variation, modification, amendment or amplification
of the provisions contained especially affects the rights of the holders of our
Preferred Shares of any series, in a manner different from which the rights of
the holders of our Preferred Shares of any other series are affected, then
amendments must, in addition to being approved by the holders of our Preferred
Shares, be approved by the holders of our Preferred Shares of the series
especially affected.  This approval may be given in writing by the holders
of 3/4 of our Preferred Shares of the series or by resolution passed by 3/4 of
the votes cast on a poll at the meeting of the holders of our Preferred Shares
of the series. At a meeting of the holders of our Preferred Shares as a class or
as a series, each holder of our Preferred Shares is entitled to one vote in
respect of each Preferred Share held by the holder.



Furthermore,
the Business Corporations Act provides a holder of shares of any class or
series of shares, the right to vote separately as a class or series upon
amendments to our Constating Documents, which amendments may affect voting
rights.



General
Meeting

We must hold
an ordinary general meeting of our shareholders at least once every calendar
year at a time and place determined by our directors and not later than 13
months after the preceding ordinary general meeting, unless extended by the
Registrar of Companies upon application made under the Business Corporations
Act.  Our Chair, President and Chief Executive Officer, Chief Financial
Officer or directors may at any time convene a special general meeting, and our
directors, upon the requisition of shareholders in accordance with the Business
Corporations Act, shall proceed to convene the meeting or meetings to be
held at such time and place as the directors determine. The requisition shall
state the objects of the meeting requested, be signed by the requisitionists and
deposited at our registered office.



At least
twenty one days' notice, or any longer period of notice as may be required by
the Business Corporations Act, of every general meeting, specifying the
place, day and hour of the meeting and, when



65





---



special business is to be considered, the general nature of such business, must
be given to our shareholders entitled to be present at our meeting by notice
given as permitted by our Articles. With the consent in writing of all our
shareholders entitled to vote at the meeting, a meeting may be convened by a
shorter notice and in any manner they think fit, or notice of the time, place
and purpose of the meeting may be waived by all of our shareholders. The
accidental omission to give notice to a shareholder, or non-receipt of notice by
a shareholder, will not invalidate any resolution passed at any general meeting.



No business
will be transacted at any general meeting unless the requisite quorum is present
at the commencement of the business. Subject to the Business Corporations Act,
if we have two or more shareholders, a quorum for the transaction of business at
a general meeting shall be two persons present in person, or by proxy and
holding or representing by proxy, not less than five percent (5%) of the shares
entitled to vote at the general meeting.



Holders of
our Common Shares are entitled to attend meetings. However, holders of our
Preferred Shares as a class will not be entitled to attend meetings, unless the
rights of a particular class provide otherwise. Any of our corporate
shareholders that have an authorized agent or representative present at any of
the meeting will be deemed to be personally present at the meeting.



Limitations
On The Rights To Own Securities

Our Articles
do not provide for any limitations on the rights to own our securities. See also
"Item 10.  "Exchange Controls".



Change
In Control Provisions

Our Articles
do not contain any change in control limitations with respect to a merger,
acquisition or corporate restructuring involving us.



Shareholder
Ownership Disclosure

Our Articles
do not contain any provision governing the ownership threshold above which
shareholder ownership must be disclosed.



Share
Rights, Preferences and Restrictions

The following
is a summary of the rights and restrictions pertaining to our two classes of
shares:



Common
Shares

All
Common Shares are of the same class and have the same rights, preferences and
limitations.

Holders
of Common Shares are entitled to one vote per share at any meeting of our
shareholders except meetings at which only shareholders of a specified class of
shares (other than the Common Shares) are entitled to vote.  Subject to the
preference of any outstanding Preferred Shares (described below), the holders of
Common Shares are entitled to participate equally in any dividends our Board of
Directors declares out of funds legally available for the payment of dividends.
There are no limitations on the payment of dividends If we are liquidated,
dissolved or wound up, holders of Common Shares are entitled to share ratably in
all assets remaining after payment of our liabilities and any liquidation
preferences of any outstanding Preferred Shares. There are no pre-emptive
rights, subscription rights, conversion rights and redemption provisions
relating to our Common Shares and none of our Common Shares carry any liability
for further calls.



The
rights of holders of Common Shares may not be modified other than in accordance
with our Articles and the Business Corporations Act which generally
requires the favorable votes of 3/4 of the Common Shares voting on such
modification.  Because a quorum for a general meeting of shareholders can
exist with only two shareholders (proxy-holders) personally present, the rights
of holders of Common Shares may be modified by less than a majority of the
issued Common Shares.



66





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Shareholders
may apply to the Supreme Court of British Columbia for various remedies on the
ground that our affairs are being conducted in a manner oppressive to one or
more of the shareholders or that some resolution of shareholders has been passed
or is proposed that is unfairly prejudicial to one or more of the shareholders.
 That Court may, with a view to bringing it to an end or to remedying the
matters complained of, make an interim or final order if it considers
appropriate, including the following:

a)

direct
or prohibit any act or cancel or vary any transaction or resolution;

b)

regulate
the conduct of our affairs in the future;

c)

provide
for the purchase of the Common Shares of any member of the company by another
member of the company, or by us;

d)

in
the case of a purchase by us, reduce our capital or otherwise;

e)

appoint
a receiver or receiver manager;

f)

order
that we be wound up;

g)

authorize
or direct that proceedings be commenced in our name against any party on the
terms the Court directs;

h)

require
us to produce financial statements;

i)

order
us to compensate an aggrieved person; and

j)

direct
rectification of any of our records.

Where
a special resolution to modify the rights of the holders of Common Shares has
been passed, the holders of not less than 10% of the Common Shares who are
entitled to vote and did vote against the special resolution (in person or by
proxy), may apply to the Supreme Court of British Columbia to set aside the
resolution.

There
are no restrictions on the purchase or redemption of Common Shares by us while
there is any arrearage in the payment of dividends or sinking fund installments.

Preferred
Shares

Our Board of
Directors is authorized, without further action by the shareholders, to issue
Preferred Shares in one or more series and to set the number of shares
constituting any such series and the designation, rights, privileges,
restrictions and conditions attaching to the shares of such series including
dividend rights and rates, redemption provisions (including sinking fund
provisions), rights of conversion or exchange, liquidation preferences and
voting rights, if any.  The Preferred Shares as a class are entitled to
priority over the Common Shares if our Board of Directors decides to pay any
dividends, and, if we are dissolved, liquidated or wound up, the Preferred
Shares are entitled as a class to priority in respect of return of capital.
Except as required by law or the provisions of any designated series of
Preferred Shares, the holders of Preferred Shares as a class is not entitled to
receive notice of, attend or vote at any meeting of our shareholders.



There were no
Preferred Shares allotted or issued as at the date of this Annual Report.



Material
contracts.

The following
are the material contracts which we, or any of our subsidiaries, have entered
into in the last two years immediately prior to date of this report:



1.

Stock
Option Plan approved by our shareholders on May 23, 2003.



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2.

Letter
Agency Agreement dated May 29, 2003 between us and Canaccord Capital Corporation
concerning a Brokered Private Placement of 2,000,000 Units at a price of $0.25
per Unit - Private Placement #26

3.

Form
of Subscription Agreement dated August 11, 2003 between us and four of our
directors with respect to the subscription for 595,000 Units issued under the
Private Placement of 859,000 Units at a price of $0.40 per Unit (Private
Placement #27 )

4.

Form
of Warrant Certificates issued by us to four of our directors (with respect to
the subscription for 595,000 Units) pursuant to the Private Placement of 859,000
Units, exercisable until September 15, 2005 (Private Placement #27)

5.

Unilateral
Purchase Option Contract Covering Mining Concessions, dated November 6, 2003,
between Minera Samex Chile S.A. and Compania Minera y Comercial Sali Hochschild
S.A.

6.

Stock
Option Plan which received annual approval by our shareholders on May 20, 2004
and again on May 5, 2005.

7.

Letter
of Intent Concerning Option to Purchase mining concessions dated May 18, 2005
between our subsidiary, Minera Samex Chile S.A. and Minera San Estaban Primera
S.A.



Exchange
controls.

There are no
governmental laws, decrees or regulations in Canada that restrict the export or
import of capital (including, without limitation, foreign exchange controls), or
that affect the remittance of dividends, interest or other payments to
non-resident holders of our Common Shares. However, any such remittance to a
resident of the United States may be subject to a withholding tax pursuant to
the reciprocal tax treaty between Canada and the United States.  For
further information concerning such withholding tax, see "Item 10.E.
 Taxation."



There
are no limitations under the laws of Canada, the Province of British Columbia,
or in our charter or other constituent documents with respect to the right of
non-resident or foreign owners to hold and/or vote our common shares.
 However, the Investment Canada Act (the "Act"), enacted on
June 20, 1985, as amended, requires the prior notification and, in certain
cases, advance review and approval by the Government of Canada of the
acquisition by a "non-Canadian" of "control" of a "Canadian business,"
all as defined in the Act.  For the purposes of the Act, "control" can
be acquired through the acquisition of all or substantially all of the assets
used in the Canadian business, or the direct or indirect acquisition of
interests in an entity that carries on a Canadian business or which controls the
entity which carries on the Canadian business.  Under the Act, control of a
corporation is deemed to be acquired through the acquisition of a majority of
the voting shares of a corporation, and is presumed to be acquired where more
than one-third, but less than a majority, of the voting shares of a corporation
are acquired, unless it can be established that the corporation is not
controlled in fact through the ownership of voting shares.  Other rules
apply with respect to the acquisition of non-corporate entities.

Investments
requiring review and approval include direct acquisition of Canadian businesses
with assets with a gross book value of $5,000,000 or more; indirect acquisitions
of Canadian businesses with assets of $50,000,000 or more; and indirect
acquisitions of Canadian businesses where the value of assets of the entity or
entities carrying on business in Canada, control of which is indirectly being
acquired, is greater than $5,000,000 and represents greater than 50% of the
total value of the assets of all of the entities, control of which is being
acquired.

Pursuant
to the World Trade Organization Agreement Implementation Act, the Act was
amended to provide that the value of the business acquisition threshold (the "Threshold")
above described is increased from those levels outlined where the acquisition is
by a World Trade Organization Investor or by a non-Canadian other than a World
Trade Organization Investor where the Canadian business that is the subject of
the



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investment
is immediately before the investment controlled by a World Trade Organization
Investor.  The Threshold is to be determined yearly in accordance with a
formula set forth in the Act.  For 2005, the Threshold was determined to be
$250,000,000.

A
World Trade Organization Investor includes an individual, other than a Canadian,
who is a national of a World Trade Organization Member, or who has the right of
permanent residence in relation to that World Trade Organization Member.

Different
provisions and considerations apply with respect to investment to acquire
control of a Canadian business that, as defined in the Act or regulations:

a)

engages
in production of uranium and owns an interest in a producing uranium property in
Canada;

b)

provides
financial services;

c)

provides
transportation services;

d)

is
a cultural business.

If
an investment is reviewable, an application for review in the form prescribed by
regulation is normally required to be filed with the Ministry of Industry,
Director of Investment prior to the investment taking place and the investment
may not be consummated until the review has been completed and ministerial
approval obtained.  Applications for review concerning indirect
acquisitions may be filed up to 30 days after the investment is consummated.
 Applications concerning reviewable investments in culturally sensitive and
other specified activities referred to in the preceding paragraph are required
upon receipt of a notice for review.  There is, moreover, provision for the
Minister (a person designated as such under the Act) to permit an investment to
be consummated prior to completion of review if he is satisfied that delay would
cause undue hardship to the acquirer or jeopardize the operation of the Canadian
business that is being acquired.

Taxation.

U.S.
Federal Income Tax Consequences

The following
is a summary of the anticipated material U.S. federal income tax consequences to
a U.S. Holder (as defined below) arising from and relating to the acquisition,
ownership, and disposition of common shares of the SAMEX Mining Corp. ("Common
Shares").



This summary
is for general information purposes only and does not purport to be a complete
analysis or listing of all potential U.S. federal income tax consequences that
may apply to a U.S. Holder as a result of the acquisition, ownership, and
disposition of Common Shares.  In addition, this summary does not take into
account the individual facts and circumstances of any particular U.S. Holder
that may affect the U.S. federal income tax consequences of the acquisition,
ownership, and disposition of Common Shares.  Accordingly, this summary is
not intended to be, and should not be construed as, legal or U.S. federal income
tax advice with respect to any U.S. Holder.  Each U.S. Holder should
consult its own financial advisor, legal counsel, or accountant regarding the
U.S. federal, U.S. state and local, and foreign tax consequences of the
acquisition, ownership, and disposition of Common Shares.



Scope of
this Disclosure



Authorities



This summary
is based on the Internal Revenue Code of 1986, as amended (the "Code"),
Treasury Regulations (whether final, temporary, or proposed), published rulings
of the Internal Revenue Service ("IRS"), published administrative positions
of the IRS, the Convention Between Canada and the United States of America with
Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended
(the "Canada-U.S. Tax Convention"), and U.S. court decisions that are
applicable and, in each



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case, as in
effect and available, as of the date of this Annual Report.  Any of the
authorities on which this summary is based could be changed in a material and
adverse manner at any time, and any such change could be applied on a
retroactive basis.  This summary does not discuss the potential effects,
whether adverse or beneficial, of any proposed legislation that, if enacted,
could be applied on a retroactive basis.



U.S.
Holders



For purposes
of this summary, a "U.S. Holder" is a beneficial owner of Common Shares
that, for U.S. federal income tax purposes, is (a) an individual who is a
citizen or resident of the U.S., (b) a corporation, or any other entity
classified as a corporation for U.S. federal income tax purposes, that is
created or organized in or under the laws of the U.S. or any state in the U.S.,
including the District of Columbia, (c) an estate if the income of such
estate is subject to U.S. federal income tax regardless of the source of such
income, or (d) a trust if (i) such trust has validly elected to be
treated as a U.S. person for U.S. federal income tax purposes or (ii) a
U.S. court is able to exercise primary supervision over the administration of
such trust and one or more U.S. persons have the authority to control all
substantial decisions of such trust.



Non-U.S.
Holders



For purposes
of this summary, a "non-U.S. Holder" is a beneficial owner of Common Shares
other than a U.S. Holder.  This summary does not address the U.S. federal
income tax consequences of the acquisition, ownership, and disposition of Common
Shares to non-U.S. Holders.  Accordingly, a non-U.S. Holder should consult
its own financial advisor, legal counsel, or accountant regarding the U.S.
federal, U.S. state and local, and foreign tax consequences (including the
potential application of and operation of any tax treaties) of the acquisition,
ownership, and disposition of Common Shares.



U.S.
Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed



This summary
does not address the U.S. federal income tax consequences of the acquisition,
ownership, and disposition of Common Shares to U.S. Holders that are subject to
special provisions under the Code, including the following U.S. Holders:
 (a) U.S. Holders that are tax-exempt organizations, qualified
retirement plans, individual retirement accounts, or other tax-deferred
accounts; (b) U.S. Holders that are financial institutions, insurance
companies, real estate investment trusts, or regulated investment companies;
(c) U.S. Holders that are broker-dealers, dealers, or traders in securities
or currencies that elect to apply a mark-to-market accounting method;
(d) U.S. Holders that have a "functional currency" other than the U.S.
dollar; (e) U.S. Holders that are liable for the alternative minimum tax
under the Code; (f) U.S. Holders that own Common Shares as part of a
straddle, hedging transaction, conversion transaction, constructive sale, or
other arrangement involving more than one position; (g) U.S. Holders that
acquired Common Shares in connection with the exercise of employee stock options
or otherwise as compensation for services; (h) U.S. Holders that hold
Common Shares other than as a capital asset within the meaning of
Section 1221 of the Code; or (i) U.S. Holders that own, directly or
indirectly, 10% or more, by voting power or value, of the outstanding shares of
the Company.  U.S. Holders that are subject to special provisions under the
Code, including U.S. Holders described immediately above, should consult their
own financial advisor, legal counsel or accountant regarding the U.S. federal,
U.S. state and local, and foreign tax consequences of the acquisition,
ownership, and disposition of Common Shares.



If an entity
that is classified as partnership (or "pass-through" entity) for U.S.
federal income tax purposes holds Common Shares, the U.S. federal income tax
consequences to such partnership (or "pass-through" entity) and the partners
of such partnership (or owners of such "pass-through" entity) generally will
depend on the activities of the partnership (or "pass-through" entity) and
the status of such partners (or owners).  Partners of entities that are
classified as partnerships (or owners of "pass-through" entities) for U.S.
federal income tax purposes should consult their own financial advisor, legal
counsel or accountant regarding the U.S. federal income tax consequences of the
acquisition, ownership, and disposition of Common Shares.



Tax
Consequences Other than U.S. Federal Income Tax Consequences Not Addressed



This summary
does not address the U.S. state and local, U.S. federal estate and gift, or
foreign tax consequences to U.S. Holders of the acquisition, ownership, and
disposition of Common Shares.  Each U.S. Holder should consult its own
financial advisor, legal counsel, or accountant regarding the U.S. state and



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local, U.S.
federal estate and gift, and foreign tax consequences of the acquisition,
ownership, and disposition of Common Shares.  (See "Taxation-Canadian
Federal Income Tax Considerations" below).



U.S.
Federal Income Tax Consequences of the Acquisition, Ownership, and Disposition
of Common Shares

Distributions
on Common Shares



General
Taxation of Distributions



A U.S. Holder
that receives a distribution, including a constructive distribution, with
respect to the Common Shares will be required to include the amount of such
distribution in gross income as a dividend (without reduction for any Canadian
income tax withheld from such distribution) to the extent of the current or
accumulated "earnings and profits" of the Company.  To the extent that
a distribution exceeds the current and accumulated "earnings and profits" of
the Company, such distribution will be treated (a) first, as a tax-free
return of capital to the extent of a U.S. Holder's tax basis in the Common
Shares and, (b) thereafter, as gain from the sale or exchange of such
Common Shares.  (See more detailed discussion at "Disposition of Common
Shares" below).



Reduced
Tax Rates for Certain Dividends



For taxable
years beginning after December 31, 2002 and before January 1, 2009, a dividend
paid by the Company generally will be taxed at the preferential tax rates
applicable to long-term capital gains if (a) the Company is a "qualified
foreign corporation" (as defined below), (b) the U.S. Holder receiving
such dividend is an individual, estate, or trust, and (c) such dividend is
paid on Common Shares that have been held by such U.S. Holder for at least 61
days during the 121-day period beginning 60 days before the "ex-dividend date"
(i.e., the first date that a purchaser of such Common Shares will not be
entitled to receive such dividend).



The Company
generally will be a "qualified foreign corporation" under
Section 1(h)(11) of the Code (a "QFC") if (a) the Company is
incorporated in a possession of the U.S., (b) the Company is eligible for
the benefits of the Canada-U.S. Tax Convention, or (c) the Common Shares
are readily tradable on an established securities market in the U.S.
 However, even if the Company satisfies one or more of such requirements,
the Company will not be treated as a QFC if the Company is a "passive foreign
investment company" (as defined below) for the taxable year during which the
Company pays a dividend or for the preceding taxable year.  In 2003, the
U.S. Department of the Treasury (the "Treasury") and the IRS announced that
they intended to issue Treasury Regulations providing procedures for a foreign
corporation to certify that it is a QFC.  Although these Treasury
Regulations were not issued in 2004, the Treasury and the IRS have confirmed
their intention to issue these Treasury Regulations.  It is expected that
these Treasury Regulations will obligate persons required to file information
returns to report a distribution with respect to a foreign security issued by a
foreign corporation as a dividend from a QFC if the foreign corporation has,
among other things, certified under penalties of perjury that the foreign
corporation was not a "passive foreign investment company" for the taxable
year during which the foreign corporation paid the dividend or for the preceding
taxable year.



As discussed
below, the Company believes that it was a "passive foreign investment company"
for the taxable year ended November 30, 2004, and expects that it will be a "passive
foreign investment company" for the taxable year ending November 30, 2005.
 (See more detailed discussion at "Additional Rules that May Apply to
U.S. Holders-Passive Foreign Investment Company" below).  Accordingly,
the Company does not expect to be a QFC.



If the
Company is not a QFC, a dividend paid by the Company to a U.S. Holder, including
a U.S. Holder that is an individual, estate, or trust, generally will be taxed
at ordinary income tax rates (and not at the preferential tax rates applicable
to long-term capital gains).  The dividend rules are complex, and each U.S.
Holder should consult its own financial advisor, legal counsel, or accountant
regarding the dividend rules.



Distributions
Paid in Foreign Currency





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The amount of
a distribution paid to a U.S. Holder in foreign currency generally will be equal
to the U.S. dollar value of such distribution based on the exchange rate
applicable on the date of receipt.  A U.S. Holder that does not convert
foreign currency received as a distribution into U.S. dollars on the date of
receipt generally will have a tax basis in such foreign currency equal to the
U.S. dollar value of such foreign currency on the date of receipt.  Such a
U.S. Holder generally will recognize ordinary income or loss on the subsequent
sale or other taxable disposition of such foreign currency (including an
exchange for U.S. dollars).



Dividends
Received Deduction



Dividends
paid on the Common Shares generally will not be eligible for the "dividends
received deduction."  The availability of the dividends received
deduction is subject to complex limitations that are beyond the scope of this
discussion, and a U.S. Holder that is a corporation should consult its own
financial advisor, legal counsel, or accountant regarding the dividends received
deduction.



Disposition
of Common Shares



A U.S. Holder
will recognize gain or loss on the sale or other taxable disposition of Common
Shares in an amount equal to the difference, if any, between (a) the amount
of cash plus the fair market value of any property received and (b) such
U.S. Holder's tax basis in the Common Shares sold or otherwise disposed of.
 Any such gain or loss generally will be capital gain or loss, which will
be long-term capital gain or loss if the Common Shares are held for more than
one year.  Gain or loss recognized by a U.S. Holder on the sale or other
taxable disposition of Common Shares generally will be treated as "U.S. source"
for purposes of applying the U.S. foreign tax credit rules.   (See
more detailed discussion at "Foreign Tax Credit" below).



Preferential
tax rates apply to long-term capital gains of a U.S. Holder that is an
individual, estate, or trust.  There are currently no preferential tax
rates for long-term capital gains of a U.S. Holder that is a corporation.
 Deductions for capital losses and net capital losses are subject to
complex limitations.  For a U.S. Holder that is an individual, estate, or
trust, capital losses may be used to offset capital gains and up to U.S.$3,000
of ordinary income.  An unused capital loss of a U.S. Holder that is an
individual, estate, or trust generally may be carried forward to subsequent
taxable years, until such net capital loss is exhausted.  For a U.S. Holder
that is a corporation, capital losses may be used to offset capital gains, and
an unused capital loss generally may be carried back three years and carried
forward five years from the year in which such net capital loss is recognized.



Foreign
Tax Credit



A U.S. Holder
who pays (whether directly or through withholding) Canadian income tax with
respect to dividends paid on the Common Shares generally will be entitled, at
the election of such U.S. Holder, to receive either a deduction or a credit for
such Canadian income tax paid.  Generally, a credit will reduce a U.S.
Holder's U.S. federal income tax liability on a dollar-for-dollar basis,
whereas a deduction will reduce a U.S. Holder's income subject to U.S. federal
income tax.  This election is made on a year-by-year basis and applies to
all foreign taxes paid (whether directly or through withholding) by a U.S.
Holder during a year.



Complex
limitations apply to the foreign tax credit, including the general limitation
that the credit cannot exceed the proportionate share of a U.S. Holder's U.S.
federal income tax liability that such U.S. Holder's "foreign source"
taxable income bears to such U.S. Holder's worldwide taxable income.  In
applying this limitation, a U.S. Holder's various items of income and
deduction must be classified, under complex rules, as either "foreign source"
or "U.S. source."  In addition, this limitation is calculated
separately with respect to specific categories of income (including "passive
income," "high withholding tax interest," "financial services income,"
"general income," and certain other categories of income).  Dividends
paid by the Company generally will constitute "foreign source" income and
generally will be categorized as "passive income" or, in the case of certain
U.S. Holders, "financial services income."  However, for taxable years
beginning after December 31, 2006, the foreign tax credit limitation categories
are reduced to "passive income" and "general income" (and the other
categories of income, including "financial services income," are
eliminated).  The foreign tax credit rules are complex, and each U.S.
Holder should consult its own financial advisor, legal counsel, or accountant
regarding the foreign tax credit rules.



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Information
Reporting; Backup Withholding Tax



Payments made
within the U.S., or by a U.S. payor or U.S. middleman, of dividends on, and
proceeds arising from certain sales or other taxable dispositions of, Common
Shares generally will be subject to information reporting and backup withholding
tax, at the rate of 28%, if a U.S. Holder (a) fails to furnish such U.S.
Holder's correct U.S. taxpayer identification number (generally on Form W-9),
(b) furnishes an incorrect U.S. taxpayer identification number, (c) is
notified by the IRS that such U.S. Holder has previously failed to properly
report items subject to backup withholding tax, or (d) fails to certify,
under penalty of perjury, that such U.S. Holder has furnished its correct U.S.
taxpayer identification number and that the IRS has not notified such U.S.
Holder that it is subject to backup withholding tax.  However, U.S. Holders
that are corporations generally are excluded from these information reporting
and backup withholding tax rules.  Any amounts withheld under the U.S.
backup withholding tax rules will be allowed as a credit against a U.S. Holder's
U.S. federal income tax liability, if any, or will be refunded, if such U.S.
Holder furnishes required information to the IRS.  Each U.S. Holder should
consult its own financial advisor, legal counsel, or accountant regarding the
information reporting and backup withholding tax rules.



Additional
Rules that May Apply to U.S. Holders



If the
Company is a "controlled foreign corporation" or a "passive foreign
investment company" (each as defined below), the preceding sections of this
summary may not describe the U.S. federal income tax consequences to U.S.
Holders of the acquisition, ownership, and disposition of Common Shares.



Controlled
Foreign Corporation



The Company
generally will be a "controlled foreign corporation" under Section 957
of the Code (a "CFC") if more than 50% of the total voting power or the
total value of the outstanding shares of the Company is owned, directly or
indirectly, by citizens or residents of the U.S., domestic partnerships,
domestic corporations, domestic estates, or domestic trusts (each as defined in
Section 7701(a)(30) of the Code), each of which own, directly or
indirectly, 10% or more of the total voting power of the outstanding shares of
the Company (a "10% Shareholder").



If the
Company is a CFC, a 10% Shareholder generally will be subject to current
U.S. federal income tax with respect to (a) such 10% Shareholder's pro
rata share of the "subpart F income" (as defined in Section 952 of the
Code) of the Company and (b) such 10% Shareholder's pro rata share
of the earnings of the Company invested in "United States property" (as
defined in Section 956 of the Code).  In addition, under
Section 1248 of the Code, any gain recognized on the sale or other taxable
disposition of Common Shares by a U.S. Holder that was a 10% Shareholder at
any time during the five-year period ending with such sale or other taxable
disposition generally will be treated as a dividend to the extent of the "earnings
and profits" of the Company that are attributable to such Common Shares.
 If the Company is both a CFC and a "passive foreign investment company"
(as defined below), the Company generally will be treated as a CFC (and not as a
"passive foreign investment company") with respect to any
10% Shareholder.



The Company
does not believe that it has previously been, or currently is, a CFC.
 However, there can be no assurance that the Company will not be a CFC for
the current or any future taxable year.



Passive
Foreign Investment Company



The Company
generally will be a "passive foreign investment company" under
Section 1297 of the Code (a "PFIC") if, for a taxable year,
(a) 75% or more of the gross income of the Company for such taxable year is
passive income or (b) 50% or more of the assets held by the Company either
produce passive income or are held for the production of passive income, based
on the fair market value of such assets (or on the adjusted tax basis of such
assets, if the Company is not publicly traded and either is a "controlled
foreign corporation" or makes an election).  "Passive income"
includes, for example, dividends, interest, certain rents and royalties, certain
gains from the sale of stock and securities, and certain gains from commodities
transactions.



For purposes
of the PFIC income test and assets test described above, if the Company owns,
directly or



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indirectly,
25% or more of the total value of the outstanding shares of another foreign
corporation, the Company will be treated as if it (a) held a proportionate
share of the assets of such other foreign corporation and (b) received
directly a proportionate share of the income of such other foreign corporation.
 In addition, for purposes of the PFIC income test and asset test described
above, "passive income" does not include any interest, dividends, rents, or
royalties that are received or accrued by the Company from a "related person"
(as defined in Section 954(d)(3) of the Code), to the extent such items are
properly allocable to the income of such related person that is not passive
income.



The Company
does not believe that it was a PFIC for the taxable year ending November 30,
2005.  There can be no assurance, however, that the IRS will not challenge
the determination made by the Company concerning its PFIC status.



Default
PFIC Rules Under Section 1291 of the Code

If the
Company is a PFIC, the U.S. federal income tax consequences to a U.S. Holder of
the acquisition, ownership, and disposition of Common Shares will depend on
whether such U.S. Holder makes an election to treat the Company as a "qualified
electing fund" or "QEF" under Section 1295 of the Code (a "QEF
Election") or a mark-to-market election under Section 1296 of the Code (a
"Mark-to-Market Election").  A U.S. Holder that does not make either a
QEF Election or a Mark-to-Market Election will be referred to in this summary as
a "Non-Electing U.S. Holder."



A
Non-Electing U.S. Holder will be subject to the rules of Section 1291 of
the Code with respect to (a) any gain recognized on the sale or other
taxable disposition of Common Shares and (b) any excess distribution paid
on the Common Shares.  A distribution generally will be an "excess
distribution" to the extent that such distribution (together with all other
distributions received in the current taxable year) exceeds 125% of the average
distributions received during the three preceding taxable years (or during a
U.S. Holder's holding period for the Common Shares, if shorter).



Under
Section 1291 of the Code, any gain recognized on the sale or other taxable
disposition of Common Shares, and any excess distribution paid on the Common
Shares, must be ratably allocated to each day in a Non-Electing U.S. Holder's
holding period for the Common Shares.  The amount of any such gain or
excess distribution allocated to prior years of such Non-Electing U.S. Holder's
holding period for the Common Shares (other than years prior to the first
taxable year of the Company beginning after December 31, 1986 for which the
Company was not a PFIC) will be subject to U.S. federal income tax at the
highest tax applicable to ordinary income in each such prior year.  A
Non-Electing U.S. Holder will be required to pay interest on the resulting tax
liability for each such prior year, calculated as if such tax liability had been
due in each such prior year.  Such a Non-Electing U.S. Holder that is not a
corporation must treat any such interest paid as "personal interest," which
is not deductible.  The amount of any such gain or excess distribution
allocated to the current year of such Non-Electing U.S. Holder's holding
period for the Common Shares will be treated as ordinary income in the current
year, and no interest charge will be incurred with respect to the resulting tax
liability for the current year.



If the
Company is a PFIC for any taxable year during which a Non-Electing U.S. Holder
holds Common Shares, the Company will continue to be treated as a PFIC with
respect to such Non-Electing U.S. Holder, regardless of whether the Company
ceases to be a PFIC in one or more subsequent years.  A Non-Electing U.S.
Holder may terminate this deemed PFIC status by electing to recognize gain
(which will be taxed under the rules of Section 1291 of the Code discussed
above) as if such Common Shares were sold on the last day of the last taxable
year for which the Company was a PFIC.



QEF
Election



A U.S. Holder
that makes a QEF Election generally will not be subject to the rules of
Section 1291 of the Code discussed above.  However, a U.S. Holder that
makes a QEF Election will be subject to U.S. federal income tax on such U.S.
Holder's pro rata share of (a) the net capital gain of the Company, which
will be taxed as long-term capital gain to such U.S. Holder, and (b) and
the ordinary earnings of the Company, which will be taxed as ordinary income to
such U.S. Holder.  Generally, "net capital gain" is the excess of
(a) net long-term capital gain over (b) net short-term capital gain,
and "ordinary earnings" are the excess of (a) "earnings and profits"
over (b) net capital gain.  A U.S. Holder that makes a QEF Election
will be



74





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subject to
U.S. federal income tax on such amounts for each taxable year in which the
Company is a PFIC, regardless of whether such amounts are actually distributed
to such U.S. Holder by the Company.  However, a U.S. Holder that makes a
QEF Election may, subject to certain limitations, elect to defer payment of
current U.S. federal income tax on such amounts, subject to an interest charge.
 If such U.S. Holder is not a corporation, any such interest paid will be
treated as "personal interest," which is not deductible.



A
U.S. Holder that makes a QEF Election generally (a) may receive a tax-free
distribution from the Company to the extent that such distribution represents
"earnings and profits" of the Company that were previously included in
income by the U.S. Holder because of such QEF Election and (b) will adjust
such U.S. Holder's tax basis in the Common Shares to reflect the amount
included in income or allowed as a tax-free distribution because of such QEF
Election.  In addition, a U.S. Holder that makes a QEF Election generally
will recognize capital gain or loss on the sale or other taxable disposition of
Common Shares.



The procedure
for making a QEF Election, and the U.S. federal income tax consequences of
making a QEF Election, will depend on whether such QEF Election is timely.
 A QEF Election will be treated as "timely" if such QEF Election is
made for the first year in the U.S. Holder's holding period for the Common
Shares in which the Company was a PFIC.  A U.S. Holder may make a timely
QEF Election by filing the appropriate QEF Election documents at the time such
U.S. Holder files a U.S. federal income tax return for such first year.
 However, if the Company was a PFIC in a prior year, then in addition to
filing the QEF Election documents, a U.S. Holder must elect to recognize
(a) gain (which will be taxed under the rules of Section 1291 of the
Code discussed above) as if the Common Shares were sold on the qualification
date or (b) if the Company was also a CFC, such U.S. Holder's pro rata
share of the post-1986 "earnings and profits" of the Company as of the
qualification date.  The "qualification date" is the first day of the
first taxable year in which the Company was a QEF with respect to such U.S.
Holder.  The election to recognize such gain or "earnings and profits"
can only be made if such U.S. Holder's holding period for the Common Shares
includes the qualification date.  By electing to recognize such gain or "earnings
and profits," such U.S. Holder will be deemed to have made a timely QEF
Election.  In addition, under very limited circumstances, a U.S. Holder may
make a retroactive QEF Election if such U.S. Holder failed to file the QEF
Election documents in a timely manner.



A QEF
Election will apply to the taxable year for which such QEF Election is made and
to all subsequent taxable years, unless such QEF Election is invalidated or
terminated or the IRS consents to revocation of such QEF Election.  If a
U.S. Holder makes a QEF Election and, in a subsequent taxable year, the Company
ceases to be a PFIC, the QEF Election will remain in effect (although it will
not be applicable) during those taxable years in which the Company is not a PFIC.
 Accordingly, if the Company becomes a PFIC in another subsequent taxable
year, the QEF Election will be effective and the U.S. Holder will be subject to
the QEF rules described above during any such subsequent taxable year in which
the Company qualifies as a PFIC.  In addition, the QEF Election will remain
in effect (although it will not be applicable) with respect to a U.S. Holder
even after such U.S. Holder disposes of all of such U.S. Holder's direct and
indirect interest in the Common Shares.  Accordingly, if such U.S. Holder
reacquires an interest in the Company, such U.S. Holder will be subject to the
QEF rules described above for each taxable year in which the Company is a PFIC.



Each U.S.
Holder should consult its own financial advisor, legal counsel, or accountant
regarding the availability of, and procedure for making, a QEF Election.
 U.S. Holders should be aware that there can be no assurance that the
Company will satisfy record keeping requirements that apply to a QEF, or that
the Company will supply U.S. Holders with information that such U.S. Holders
require to report under the QEF rules, in event that the Company is a PFIC and a
U.S. Holder wishes to make a QEF Election.



Mark-to-Market
Election



A U.S. Holder
may make a Mark-to-Market Election only if the Common Shares are marketable
stock.  The Common Shares generally will be "marketable stock" if the
Common Shares are regularly traded on (a) a national securities exchange
that is registered with the Securities and Exchange Commission, (b) the
national market system established pursuant to section 11A of the Securities and
Exchange Act of 1934, or (c) a foreign securities exchange that is
regulated or supervised by a governmental authority of the country in which the
market is located, provided that (i) such foreign exchange has trading
volume, listing, financial disclosure, and other requirements and the laws of
the country in which such foreign exchange is located,



75





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together with
the rules of such foreign exchange, ensure that such requirements are actually
enforced and (ii) the rules of such foreign exchange ensure active trading
of listed stocks.



A U.S. Holder
that makes a Mark-to-Market Election generally will not be subject to the rules
of Section 1291 of the Code discussed above.  However, if a U.S.
Holder makes a Mark-to-Market Election after the beginning of such U.S. Holder's
holding period for the Common Shares and such U.S. Holder has not made a timely
QEF Election, the rules of Section 1291 of the Code discussed above will
apply to certain dispositions of, and distributions on, the Common Shares.



A U.S. Holder
that makes a Mark-to-Market Election will include in ordinary income, for each
taxable year in which the Company is a PFIC, an amount equal to the excess, if
any, of (a) the fair market value of the Common Shares as of the close of
such taxable year over (b) such U.S. Holder's tax basis in such Common
Shares.  A U.S. Holder that makes a Mark-to-Market Election will be allowed
a deduction in an amount equal to the lesser of (a) the excess, if any, of
(i) such U.S. Holder's adjusted tax basis in the Common Shares over
(ii) the fair market value of such Common Shares as of the close of such
taxable year or (b) the excess, if any, of (i) the amount included in
ordinary income because of such Mark-to-Market Election for prior taxable years
over (ii) the amount allowed as a deduction because of such Mark-to-Market
Election for prior taxable years.



A U.S. Holder
that makes a Mark-to-Market Election generally also will adjust such U.S. Holder's
tax basis in the Common Shares to reflect the amount included in gross income or
allowed as a deduction because of such Mark-to-Market Election.  In
addition, upon a sale or other taxable disposition of Common Shares, a U.S.
Holder that makes a Mark-to-Market Election will recognize ordinary income or
loss (not to exceed the excess, if any, of (a) the amount included in
ordinary income because of such Mark-to-Market Election for prior taxable years
over (b) the amount allowed as a deduction because of such Mark-to-Market
Election for prior taxable years).



A
Mark-to-Market Election applies to the taxable year in which such Mark-to-Market
Election is made and to each subsequent taxable year, unless the Common Shares
cease to be "marketable stock" or the IRS consents to revocation of such
election.  Each U.S. Holder should consult its own financial advisor, legal
counsel, or accountant regarding the availability of, and procedure for making,
a Mark-to-Market Election.



Other
PFIC Rules



Under
Section 1291(f) of the Code, the IRS has issued proposed Treasury
Regulations that, subject to certain exceptions, would cause a U.S. Holder that
had not made a timely QEF Election to recognize gain (but not loss) upon certain
transfers of Common Shares that would otherwise be tax-deferred (e.g., gifts and
exchanges pursuant to corporate reorganizations).  However, the specific
U.S. federal income tax consequences to a U.S. Holder may vary based on the
manner in which Common Shares are transferred.



Certain
additional adverse rules will apply with respect to a U.S. Holder if the Company
is a PFIC, regardless of whether such U.S. Holder makes a QEF Election.
 For example under Section 1298(b)(6) of the Code, a U.S. Holder that
uses Common Shares as security for a loan will, except as may be provided in
Treasury Regulations, be treated as having made a taxable disposition of such
Common Shares.



The PFIC
rules are complex, and each U.S. Holder should consult its own financial
advisor, legal counsel, or accountant regarding the PFIC rules and how the PFIC
rules may affect the U.S. federal income tax consequences of the acquisition,
ownership, and disposition of Common Shares.





Canadian
Federal Income Tax Consequences

The
following is a general discussion of all material Canadian federal income tax
consequences, under current law, generally applicable to (a "Holder") of one
or more common shares of the Company who for the purposes of the Income Tax Act
(Canada) (the "Act") is a non-resident of Canada, does not hold his shares
in the course of carrying on a business in Canada, holds his common shares as
capital property and deals at arm's length with the Company and is restricted
to such circumstances.



76





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Dividends

A
Holder will be subject to Canadian withholding tax ("Part XIII Tax") equal
to 25%, or such lower rate as may be available under an applicable tax treaty,
of the gross amount of any dividend paid or deemed to be paid on the common
shares.  Under the 1995 Protocol amending the Canada-U.S. Income Tax
Convention (1980) (the "Treaty") the rate of Part XIII Tax applicable to a
dividend on common shares paid to a Holder who is a resident of the United
States is reduced from the 25% rate.  Under the Treaty, the Company will be
required to withhold Part XIII Tax at 15% from each dividend so paid and remit
the withheld amount directly to the Receiver General for Canada for the account
of the Holder. The 15% rate is further reduced to 5% if the shareholder is a
company owning at least 10% of the outstanding common shares of the Company.

Disposition
Of Common Shares

A
Holder who disposes of a common share, including by deemed disposition on death,
will not be subject to Canadian tax on any capital gain (or capital loss)
thereby realized unless the common share constituted "taxable Canadian
property" as defined by the Act. Generally, a common share will not constitute
taxable Canadian property of a Holder unless he held the common shares as
capital property used by him carrying on a business (other than an insurance
business) in Canada, or he or persons with whom he did not deal at arm's
length alone or together held or held options to acquire, at any time within the
five years preceding the disposition, 25% or more of the shares of any class of
the capital stock of the Company.  The disposition of a common share that
constitutes "taxable Canadian property" of a Holder could also result in a
capital loss, which cannot be used to reduce all taxable income (only that
portion of taxable income derived from a capital gain on the disposition of
taxable Canadian property).

A
capital gain occurs when proceeds from the disposition of a share or other
capital property exceeds the original cost.  A capital loss occurs when the
proceeds from the disposition of a share are less than the original cost.
 Under the Act, capital gain is effectively taxed at a lower rate as only
50% of the gain is effectively included in the Holder's taxable income.

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

A
Holder who is subject to Canadian tax in respect of a capital gain realized on
disposition of a common share must include one half of the capital gain (taxable
capital gain) in computing his taxable income earned in Canada.  This
Holder may, subject to certain limitations, deduct one half of any capital loss
(allowable capital loss) arising on disposition of taxable Canadian property
from taxable capital gains realized in the year of disposition in respect to
taxable Canadian property.  To the extent the capital loss is not
deductible in the current year the taxpayer may deduct the capital loss (after
taking into account the inclusion rate of a previous year) from such taxable
capital gains of any of the three preceding years or any subsequent year.

Dividends
and paying agents.

Not Applicable.



Statement
by experts.

Not Applicable.





77





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Documents
on display.

We have filed
with the Securities and Exchange Commission this annual report on Form 20-F,
including exhibits, under the Securities and Exchange Act of 1934 with respect
to our common shares.



We are
subject to the informational requirements of the Exchange Act and file reports
and other information with the Securities and Exchange Commission.  Reports
and other information which we file with the Securities and Exchange Commission,
including this Annual Report on Form 20-F, may be inspected and copied at the
public reference facilities of the Securities and Exchange Commission at:



450
Fifth Street N.W.



Room
1024



Washington
D.C.  20549





You can also
obtain copies of this material by mail from the Public Reference Section of the
Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates.  Additionally, copies of this material may also
be obtained from the Securities and Exchange Commission's internet site at
http://www.sec.gov.  The Commission's telephone number is 1-800-SEC-0330.



Copies of the
above material contracts may be inspected at the offices of Leschert &
Company Law Corporation, 500-999 West Hastings Street, Vancouver, British
Columbia, Canada, during normal business hours.



Subsidiary
Information.

As of April 30, 2005 we have
the following subsidiaries:

a)

South
American Mining & Exploration Corp. (British Columbia, Canada)

b)

SAMEX
International Ltd. (Bahamas)

c)

Bolivex
S.A. (Bolivia)

d)

SAMEX
S.A. (Bolivia)

e)

Emibol
S.A. (Bolivia)

f)

Minera
Samex Chile S. A. (Chile)



ITEM
11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We were
incorporated under the laws of British Columbia, Canada and our financial
results are quantified in Canadian dollars.  We raise equity funding
through the sale of securities denominated in Canadian dollars, whereas the
majority of our obligations and expenditures with respect to our properties will
be incurred in US Dollars, Chilean Pesos, and Bolivian Bolivianos.
 Variations in the exchange rate may give rise to foreign exchange gains or
losses that may be significant.  Market risks relating to our operations,
if we begin production, are anticipated to result primarily from changes in
interest rates, foreign exchange rates and commodity prices, as well as credit
risk concentrations.  We do not use financial instruments for trading
purposes and are not parties to any leverage derivatives.  We do not
currently engage in hedging transactions.  See "Currency and Exchange
Rates" and Item 4 - "Information on the Company".



ITEM
12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES.

Not
Applicable.

PART
II



78





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ITEM
13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES.

Not
Applicable.



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

Modification
of Instruments Defining Rights of Security Holders.Not
Applicable.

Modification
or Issuance of Other Class of Securities.Not Applicable

Withdrawal
or Substitution of Security. Not Applicable.

Change
of Trustee or Paying Agent.   Not Applicable

Use
of Proceeds.Not Applicable

ITEM
15.  CONTROLS AND PROCEDURES

Disclosure
Controls and Procedures

The Company
maintains disclosure controls and procedures that are designed to ensure that
the information required to be disclosed in our Exchange Act reports is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms, and that such information is accumulated and
communicated to management, including the Company's Chief Executive Officer
and Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure.  After evaluating the effectiveness of the Company's
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c)
and 15d - 14(c)) as of the end of the period covered by this report, the Chief
Executive Officer and Chief Financial Officer have concluded that as of such
date, the Company's disclosure controls and procedure were adequate and
effective to ensure that material information relating to the Company and its
consolidated subsidiaries would be made known to them by others within those
entities.



Report
on Internal Control Over Financial Reporting

There
were no significant changes during the period covered by this Annual Report in
the Company's internal controls or in other factors that have materially
adversely affected, or are reasonabley likely to materially adversely affect,
the Company's internal control over financial reporting.

ITEM
16A. AUDIT COMMITTEE FINANCIAL EXPERT

Our board of
directors has determined that Larry McLean, our Chief Financial Officer,
satisfies the requirements of an audit committee financial expert serving on our
audit committee as defined in the instructions to Item 16A of Form 20-F.
 Mr. McLean is not an independent director, as defined under the audit
committee independent director requirements of the American Stock Exchange.





ITEM
16B. CODE OF ETHICS

We have not
adopted a formal code of ethics.  We have concluded that a written code of
ethics would serve little practical purpose for us in deterring wrongdoing and
promoting ethical conduct full, fair and accurate public disclosure and
compliance with applicable laws and regulatory requirements.  Since our
operations are currently relatively small, most of our important activities are
conducted directly by or under the direct supervision of our directors and
senior officers.  All of our current directors and officers have held their
positions for a number of years and are familiar with our operations and our
informal requirements for conduct.  In light of the lack of perceived
benefit from adopting a formal code considered against the time and cost for
management to consider and implement a code, we have decided not to do so at the
present time.  We will continue to monitor the possible benefits of
adopting a formal code of ethics, particularly as



79





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OUR
OPERATIONS AND THE NUMBER OF OUR EMPLOYEES EXPANDS AND WILL CONSIDER WHETHER WE
SHOULD ADOPT A FORMAL CODE OF ETHICS AT A FUTURE DATE



ITEM
16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Change Of
Auditor



On November
9, 2004, Steele & Co., Chartered Accountants of Vancouver, BC (the "Former
Auditor"), resigned as auditor of the Company and Dale Matheson Carr-Hilton
LaBonte, Chartered Accountants of Vancouver, BC (the "Successor Auditor")
agreed to act as the Company's auditor effective November 9, 2004.  The
change of auditors was implemented at the request of the Former Auditor who
advised the Company they were not prepared to continue to act, due to increased
requirements applicable to the audit of financial statements filed with the US
Securities and Exchange Commission.



Audit Fees



The
aggregated fees billed by our former auditor, Steele & Co., Chartered
Accountants, for professional services rendered during the past two fiscal years
for the audit of our 2002 and 2003 annual financial statements or services that
are normally provide in connection with statutory and regulatory filings or
engagements during those fiscal years are CDN$13,300 during the fiscal year
ending November 30, 2004 and CDN$10,000 during the fiscal year ending November
30, 2003.  Our successor auditor, Dale Matheson Carr-Hilton LaBonte,
Chartered Accountants who conducted the audit of our 2004 annual financial
statements for the fiscal year ended November 30, 2004, did not bill us any fees
during fiscal 2004.



Audit-Related
Fees



Neither our
former auditor, Steele & Co., Chartered Accountants, nor our successor
auditor, Dale Matheson Carr-Hilton LaBonte, Chartered Accountants have billed us
for any assurance and related services rendered during the past two fiscal years
that are reasonably related to the performance of the audit or review of our
financial statements or services that are not reported under the caption "Audit
Fees" above.



Tax Fees



The aggregate
of fees billed by Steele & Co., Chartered Accountants, for the preparation
of all necessary Canadian tax returns for 2002 and 2003 for the Company and its
subsidiaries was CDN$750 during the fiscal year ending November 30, 2003 and
CDN$750 during the fiscal year ending November 30, 2004.  Our successor
auditor, Dale Matheson Carr-Hilton LaBonte, Chartered Accountants have not
billed us for any tax services.



All Other
Fees



Steele &
Co., Chartered Accountants billed us CDN$1,950 during fiscal 2004 for all other
services performed in connection with the Company's November 30, 2003 year
end.



Audit
Committee's Pre-approval Policies and Procedures



The Audit
Committee nominates and engages the independent auditors to audit the financial
statements, and approves all audits, audit-related services, tax services and
other services provided by the auditor.  Any services provided by our
independent auditor that are not specifically included within the scope of the
audit must be pre-approved by the audit committee prior to any engagement.
 The audit committee is permitted to approve certain fees for audit-related
services, tax services and other services pursuant to a de minimusexception
before the completion of the engagement.



ITEM
16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not
Applicable





80





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ITEM
16E. PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASES

There were no
known purchases of the Company's securities by the Company or any affiliated
purchaser during the period covered by this Annual Report.



ITEM
17. FINANCIAL STATEMENTS.

We
are furnishing the following financial statements and reports:

Auditor's
Report dated March 3, 2005

Consolidated
Balance Sheets at November 30, 2004 and November 30, 2003

Consolidated
Statements of Operations and Deficit for the years ended November 30, 2004,
November 30, 2003 and November 30, 2002

Consolidated
Statements of Mineral Interests and Deferred Exploration Costs for the years
ended November 30, 2004, November 30, 2003 and November 30, 2002

Consolidated
Statements of Cash Flow for the years ended November 30, 2004, November 30, 2003
and November 30, 2002

Notes
to the Consolidated Financial Statements



All
financial statements herein, unless otherwise stated, have been prepared in
accordance with generally accepted accounting principles in Canada ("Canadian
GAAP").  These principles, as they pertain to our consolidated financial
statements, differ from United States' generally accepted accounting
principles ("U.S. GAAP") in a number of material respects, which are set out
elsewhere herein.  See Note 10 to the attached consolidated financial
statements.



81





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[samex009.jpg]

AUDITORS'
REPORT



To
the Directors of Samex Mining Corp.



We
have audited the consolidated balance sheet of Samex Mining Corp. (an
exploration stage company) as at November 30, 2004 and the consolidated
statements of operations and deficit, mineral interests and deferred exploration
costs and cash flows for the year then ended.  These financial statements
are the responsibility of the Company's management.  Our responsibility is
to express an opinion on these financial statements based on our audit.



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



In
our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at November 30, 2004 and the
results of its operations and its cash flows for the year then ended in
accordance with Canadian generally accepted accounting principles.



The
financial statements as at November 30, 2003 and for the years ended November
30, 2003 and 2002 and for the cumulative period to November 30, 2003 were
audited by other auditors who expressed an opinion without reservation in their
report dated March 4, 2004.



"Dale
Matheson Carr-Hilton LaBonte"



DALE
MATHESON CARR-HILTON LABONTE

CHARTERED
ACCOUNTANTS



Vancouver,
B.C.

March
3, 2005





COMMENTS
BY AUDITORS FOR U.S. READERS ON CANADA-UNITED STATES REPORTING DIFFERENCES

In
the United States, reporting standards for auditors would require the addition
of an explanatory paragraph following the opinion paragraph when the financial
statements are affected by a significant uncertainty such as referred to in Note
2(a) regarding the Company's ability to continue as a going concern.  Our
report to the Directors dated March 3, 2005 is expressed in accordance with
Canadian reporting standards which do not permit a reference to such
uncertainties in the auditors' report when the uncertainties are adequately
disclosed in the financial statements.



"Dale
Matheson Carr-Hilton LaBonte"



DALE
MATHESON CARR-HILTON LABONTE

CHARTERED
ACCOUNTANTS



Vancouver,
B.C.

March
3, 2005



[samex010.jpg]





82





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SAMEX
MINING CORP.

(AN
EXPLORATION STAGE COMPANY)



CONSOLIDATED
BALANCE SHEETS - (Expressed In Canadian Dollars)



|                                                                                     |  |   | November
      30,
      2004 |  |   | November
      30, 2003
|------------------------------------------------------------------------------------ |  | - | ----------------------------- |  | - | -----------------------
|ASSETS                                                                               |  |   |                               |  |   |                        
|                                                                                     |  |   |                               |  |   |                        
|CURRENT                                                                              |  |   |                               |  |   |                        
|CASH
      AND CASH EQUIVALANTS (NOTE 3)                                             |  | $ | 2,175,308                     |  | $ | 3,577,146              
|ADVANCES
      AND OTHER ASSETS                                                      |  |   | 88,995                        |  |   |                        
|                                                                                     |  |   |                               |  |   |                        
|                                                                                     |  |   | 2,264,303                     |  |   | 3,577,146              
|MINERAL
      INTERESTS AND DEFERRED
      EXPLORATION
      COSTS (NOTE 4)          |  |   | 3,804,651                     |  |   | 1,752,722              
|EQUIPMENT
      (NOTE 5)                                                             |  |   | 112,591                       |  |   | 64,187                 
|                                                                                     |  |   |                               |  |   |                        
|                                                                                     |  | $ | 6,181,545                     |  | $ | 5,394,055              
|                                                                                     |  |   |                               |  |   |                        
|LIABILITIES                                                                          |  |   |                               |  |   |                        
|                                                                                     |  |   |                               |  |   |                        
|CURRENT                                                                              |  |   |                               |  |   |                        
|ACCOUNTS
      PAYABLE                                                               |  | $ | 90,467                        |  | $ | 31,968                 
|                                                                                     |  |   |                               |  |   |                        
|                                                                                     |  |   |                               |  |   |                        
|SHAREHOLDERS'
      EQUITY                                                           |  |   |                               |  |   |                        
|                                                                                     |  |   |                               |  |   |                        
|SHARE
      CAPITAL (NOTE 7)                                                         |  |   |                               |  |   |                        
|AUTHORIZED                                                                           |  |   |                               |  |   |                        
|100,000,000
      COMMON SHARES
      WITHOUT
      PAR VALUE                        |  |   |                               |  |   |                        
|50,000,000
      PREFERRED SHARES                                                    |  |   |                               |  |   |                        
|                                                                                     |  |   |                               |  |   |                        
|ISSUED                                                                               |  |   |                               |  |   |                        
|65,272,415
      COMMON SHARES                                                       |  |   |                               |  |   |                        
|(2003
      - 62,671,848 COMMON SHARES)                                              |  |   | 21,752,018                    |  |   | 20,267,064             
|                                                                                     |  |   |                               |  |   |                        
|CONTRIBUTED
      SURPLUS ARISING FROM
      STOCK-BASED
      COMPENSATION (NOTE 7) |  |   | 1,486,316                     |  |   | 408,400                
|                                                                                     |  |   |                               |  |   |                        
|DEFICIT                                                                              |  |   | (17,147,256)                  |  |   | (15,313,377)           
|                                                                                     |  |   |                               |  |   |                        
|                                                                                     |  |   | 6,091,078                     |  |   | 5,362,087              
|                                                                                     |  |   |                               |  |   |                        
|                                                                                     |  | $ | 6,181,545                     |  | $ | 5,394,055              





COMMITMENTS
(NOTE 4)





APPROVED
BY THE DIRECTORS



"Jeffrey
P. Dahl"





"Larry
D. McLean"













THE
ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS



83





---





|                                                                                                    | CUMULATIVE
      TO
      NOVEMBER
      30, |              | YEAR
      ENDED NOVEMBER 30,
|--------------------------------------------------------------------------------------------------- | -------------------------------------------- | ------------ | -----------------------------
|                                                                                                    |                                              |              |                              
|                                                                                                    |                                              | 2004         |                              
|GENERAL
      AND ADMINSTRATIVE
      EXPENSES                                                      |                                              |              |                              
|                                                                                                    |                                              |              |                              
|ACCOUNTING
      AND AUDIT                                                                          | $                                            | 157,471      |                              
|AMORTIZATION                                                                                        |                                              | 123,767      |                              
|BANK
      CHARGES & INTEREST (INCOME)                                                              |                                              | (61,502)     |                              
|CAPITAL
      TAX                                                                                   |                                              | 5,835        |                              
|CONSULTING                                                                                          |                                              | 120,249      |                              
|FOREIGN
      EXCHANGE (GAIN) LOSS                                                                  |                                              | (186,773)    |                              
|INTEREST
      ON NOTES PAYABLE                                                                     |                                              | 137,580      |                              
|LEGAL                                                                                               |                                              | 600,810      |                              
|MINERAL
      INTERESTS ADMINISTRATION,
      INVESTIGATION
      AND EVALUATION                    |                                              | 2,910,160    |                              
|OFFICE,
      SUPPLIES, MISCELLANEOUS                                                               |                                              | 850,227      |                              
|PRINTING                                                                                            |                                              | 141,975      |                              
|REGULATORY
      FEES                                                                               |                                              | 197,834      |                              
|SALARIES
      AND BENEFITS                                                                         |                                              | 2,618,198    |                              
|SHARE
      TRANSFER AGENT                                                                          |                                              | 89,068       |                              
|STOCK-BASED
      COMPENSATION (Note 7)                                                             |                                              | 1,486,316    |                              
|TRAVEL
      AND PROMOTION                                                                          |                                              | 574,364      |                              
|                                                                                                    |                                              |              |                              
|NET
      LOSS FROM OPERATIONS                                                                      |                                              | (9,765,579)  |                              
|                                                                                                    |                                              |              |                              
|GAIN
      ON SALE OF
      MARKETABLE
      SECURITIES                                             |                                              | 8,827        |                              
|GAIN
      ON SALE OF EQUIPMENT                                                                     |                                              | 1,052        |                              
|MINERAL
      INTERESTS AND DEFERRED
      EXPLORATION
      COSTS WRITTEN OFF
      (Note
      4) |                                              | (7,391,556)  |                              
|                                                                                                    |                                              |              |                              
|NET
      LOSS FOR THE YEAR                                                                         |                                              | (17,147,256) |                              
|                                                                                                    |                                              |              |                              
|DEFICIT
      BEGINNING OF THE YEAR                                                                 |                                              | -            |                              
|                                                                                                    |                                              |              |                              
|DEFICIT
      END OF THE YEAR                                                                       | $                                            | (17,147,256) |                              
|                                                                                                    |                                              |              |                              
|                                                                                                    |                                              |              |                              
|NET
      LOSS PER COMMON SHARE                                                                     |                                              |              |                              



|WEIGHTED
      AVERAGE NUMBER OF
      COMMON
      SHARES OUTSTANDING |  |  |  |  | 64,153,516 |  |  | 53,770,098 |  |  | 46,416,823
|---------------------------------------------------------------------- |  |  |  |  | ---------- |  |  | ---------- |  |  | ----------









84

---



SAMEX
MINING CORP.

(AN
EXPLORATION STAGE COMPANY)



CONSOLIDATED
STATEMENTS OF MINERAL INTERESTS AND DEFERRED EXPLORATION COSTS

(Expressed
In Canadian Dollars)



|                                                                                                                    | YEAR
      ENDED NOVEMBER 30,
|------------------------------------------------------------------------------------------------------------------- | -----------------------------
|                                                                                                                    |                              
|                                                                                                                    |                              
|SUMMARY
      OF EXPENDITURES                                                                                       |                              
|                                                                                                                    |                              
|EL
      DESIERTO - BOLIVIA                                                                                         | $                            
|ESKAPA
      - BOLIVIA                                                                                              |                              
|LOS
      ZORROS - CHILE                                                                                            |                              
|SANTA
      ISABEL - BOLIVIA                                                                                        |                              
|WARA
      WARA - BOLIVIA                                                                                           |                              
|WALTER
      - BOLIVIA                                                                                              |                              
|YARETANI
      - BOLIVIA                                                                                            |                              
|EXPLORATION
      ADVANCES / (RECOVERIES)                                                                           |                              
|MINERAL
      INTERESTS ADMINISTRATION,
      INVESTIGATION
      AND EVALUATION                                    |                              
|                                                                                                                    |                              
|                                                                                                                    |                              
|MINERAL
      INTERESTS ADMINISTRATION,
      INVESTIGATION
      AND EVALUATION
      EXPENSED
      IN THE PERIOD |                              
|                                                                                                                    |                              
|EXPENDITURES
      FOR THE YEAR                                                                                     |                              
|                                                                                                                    |                              
|WRITTEN
      OFF DURING THE YEAR                                                                                   |                              
|                                                                                                                    |                              
|EL
      DESIERTO - BOLIVIA                                                                                         |                              
|SANTA
      ISABEL - BOLIVIA                                                                                        |                              
|WARA
      WARA - BOLIVIA                                                                                           |                              
|WALTER
      - BOLIVIA                                                                                              |                              
|YARETANI
      - BOLIVIA                                                                                            |                              
|                                                                                                                    |                              
|BALANCE
      BEGINNING OF THE YEAR                                                                                 |                              
|                                                                                                                    |                              
|BALANCE
      END OF THE YEAR                                                                                       | $                            
|                                                                                                                    |                              
|                                                                                                                    |                              
|SUMMARY
      OF DEFERRED COSTS                                                                                     |                              
|                                                                                                                    |                              
|BOLIVIA                                                                                                             |                              
|EL
      DESIERTO                                                                                                   | $                            
|ESKAPA                                                                                                              |                              
|SANTA
      ISABEL                                                                                                  |                              
|WALTER                                                                                                              |                              
|WARA
      WARA                                                                                                     |                              
|YARETANI                                                                                                            |                              
|CHILE                                                                                                               |                              
|LOS
      ZORROS                                                                                                    |                              
|                                                                                                                    |                              
|UNALLOCATED
      ADVANCES*                                                                                         |                              
|                                                                                                                    |                              
|                                                                                                                    | $                            



















*Unallocated
Advances:The fiscal year end of certain of the subsidiaries is different
than that of the parent company.  Funds transferred from SAMEX Mining Corp.
to the subsidiaries during this accounting stub period are recorded as
Unallocated Advances. The amounts are allocated to the appropriate
property/category in the following quarter based on the financial statements of
the respective subsidiary.  Since the fiscal year end of the Chilean
subsidiary is December 31st, the Company has recorded costs for the
Los Zorros property to the end of December 31, 2004.  The funding for some
of these costs was advanced by the Canadian parent company to the Chilean
subsidiary subsequent to the parent company's fiscal year end of November 30,
2004.  These payments made from the parent to the Chilean subsidiary
subsequent to November 30, 2004 will be recorded in the consolidated financial
statements for the first quarter of fiscal 2005.



THE
ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS

85





---





SAMEX
MINING CORP.

(AN
EXPLORATION STAGE COMPANY)



CONSOLIDATED
STATEMENTS OF MINERAL INTERESTS AND DEFERRED EXPLORATION COSTS (CONT'D)

(Expressed
In Canadian Dollars)



|DETAILS
      OF EXPENDITURES             | YEAR
      ENDED NOVEMBER 30,
|----------------------------------------- | -----------------------------
|                                          |                              
|                                          |                              
|EL
      DESIERTO - BOLIVIA               |                              
|PROPERTY
      CLAIMS                     | $                            
|                                          |                              
|ESKAPA
      - BOLIVIA                    |                              
|AMORTIZATION                              | $                            
|DRILLING
      AND SUB-CONTRACTS          |                              
|FIELD
      SUPPLIES                      |                              
|FOOD
      AND LODGING                    |                              
|FUEL                                      |                              
|GEOLOGY,
      MAPPING AND SURVEYS        |                              
|LEGAL                                     |                              
|PROPERTY
      CLAIMS                     |                              
|REPAIR
      AND MAINTENANCE              |                              
|SITE
      ADMISISTRATION                 |                              
|TRAVEL                                    |                              
|RECOVERY
      OF COSTS                   |                              
|RE-ACQUISITION
      OF INTEREST          |                              
|                                          |                              
|                                          | $                            
|                                          |                              
|LOS
      ZORROS - CHILE                  |                              
|DRILLING
      AND SUB-CONTRACTS          | $                            
|FIELD
      SUPPLIES                      |                              
|FOOD
      AND LODGING                    |                              
|GEOLOGY,
      MAPPING AND SURVEYS        |                              
|MINERAL
      INTEREST                    |                              
|VALUE
      ADDED TAXES                   |                              
|SITE
      ADMINISTRATION                 |                              
|TRAVEL                                    |                              
|                                          |                              
|                                          | $                            
|                                          |                              
|SANTA
      ISABEL - BOLIVIA              |                              
|SITE
      ADMINISTRATION                 | $                            
|                                          |                              
|WARA
      WARA - BOLIVIA                 |                              
|FIELD
      SUPPLIES                      | $                            
|FOOD
      AND LODGING                    |                              
|GEOLOGY
      AND MAPPING                 |                              
|PROPERTY
      CLAIMS                     |                              
|TRAVEL                                    |                              
|                                          |                              
|                                          | $                            
|                                          |                              
|WALTER
      - BOLIVIA                    |                              
|PROPERTY
      CLAIMS                     | $                            
|                                          |                              
|YARENTANI
      - BOLIVIA                 |                              
|PROPERTY
      CLAIMS                     | $                            
|                                          |                              
|EXPLORATION
      ADVANCES / (RECOVERIES) | $                            
|                                          |                              
|EXPENDITURES
      FOR THE YEAR           | $                            



THE
ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS



86





---





SAMEX
MINING CORP.

(AN
EXPLORATION STAGE COMPANY)



CONSOLIDATED
STATEMENTS OF CASH FLOW- (Expressed In Canadian Dollars)



|                                                                                           | CUMULATIVE
      TO
      NOVEMBER
      30, |              | YEAR
      ENDED NOVEMBER 30,
|------------------------------------------------------------------------------------------ | -------------------------------------------- | ------------ | -----------------------------
|                                                                                           |                                              |              |                              
|                                                                                           |                                              | 2004         |                              
|                                                                                           |                                              |              |                              
|CASH
      PROVIDED (USED) BY                                                              |                                              |              |                              
|                                                                                           |                                              |              |                              
|OPERATING
      ACTIVITIES                                                                 |                                              |              |                              
|NET
      LOSS FOR THE YEAR                                                                | $                                            | (17,147,256) |                              
|ADD
      NON-CASH ITEMS                                                                   |                                              |              |                              
|COMMON
      SHARES FOR SERVICES                                                           |                                              | 29,300       |                              
|MINERAL
      INTERESTS AND
      DEFERRED
      EXPLORATION
      COSTS
      WRITTEN OFF |                                              | 7,391,556    |                              
|AMORTIZATION                                                                               |                                              | 123,767      |                              
|STOCK-BASED
      COMPENSATION                                                             |                                              | 1,486,316    |                              
|                                                                                           |                                              |              |                              
|                                                                                           |                                              | (8,116,317)  |                              
|CHANGES
      IN NON-CASH WORKING
      CAPITAL
      ITEMS                                |                                              |              |                              
|ADVANCES
      AND
      OTHER
      RECEIVABLES                                           |                                              | (88,995)     |                              
|CURRENT
      LIABILITIES                                                                  |                                              | 427,555      |                              
|                                                                                           |                                              |              |                              
|                                                                                           |                                              | (7,777,757)  |                              
|                                                                                           |                                              |              |                              
|FINANCING
      ACTIVITIES                                                                 |                                              |              |                              
|NOTES
      PAYABLE                                                                        |                                              | 300,000      |                              
|COMMON
      SHARES - FOR CASH                                                             |                                              | 21,010,630   |                              
|                                                                                           |                                              |              |                              
|                                                                                           |                                              | 21,310,630   |                              
|                                                                                           |                                              |              |                              
|INVESTING
      ACTIVITIES                                                                 |                                              |              |                              
|MINERAL
      INTERESTS AND
      DEFERRED
      EXPLORATION COSTS                         |                                              | (10,856,079) |                              
|EQUIPMENT                                                                                  |                                              | (501,486)    |                              
|                                                                                           |                                              |              |                              
|                                                                                           |                                              | (11,357,565) |                              
|                                                                                           |                                              |              |                              
|CHANGE
      IN CASH FOR THE YEAR                                                          |                                              | 2,175,308    |                              
|                                                                                           |                                              |              |                              
|CASH
      BEGINNING OF THE YEAR                                                           |                                              | -            |                              
|                                                                                           |                                              |              |                              
|CASH
      END OF THE YEAR                                                                 | $                                            | 2,175,308    |                              
|                                                                                           |                                              |              |                              
|SUPPLEMENTAL
      INFORMATION                                                             |                                              |              |                              
|INTEREST
      PAID                                                                        | $                                            | 137,580      |                              



|INCOME
      TAXES PAID | $ | - |  | $ | - |  | $ | - |  | $ | -
|----------------------- | - | - |  | - | - |  | - | - |  | - | -













THE
ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.



87





---





SAMEX
MINING CORP.

(AN
EXPLORATION STAGE COMPANY)



NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS - November 30, 2004





1.

BASIS
OF PRESENTATION



These
consolidated financial statements include the accounts of the Company and its
Canadian, Bahamian, Chilean and Bolivian subsidiaries. The financial statements
are expressed in Canadian dollars. The fiscal year end of the Bolivian
subsidiaries is September 30 and the fiscal year end of the Chilean subsidiary
is December 31.  All significant intercompany balances and transactions are
eliminated on consolidation.



COMPANY

LOCATION

OWNERSHIP

South
American Mining & Exploration Corp.

Canada

100%

Samex
International Ltd.

Bahamas

100%

Samex
S.A.

Bolivia

98%

Minas
Bolivex S.A. ("Bolivex")

Bolivia

98%

Empresa
Minera Boliviana S.A. ("Emibol")

Bolivia

98%

Minera
Samex Chile S.A.

Chile

99.9%



These
consolidated financial statements have been prepared in accordance with
generally accepted accounting principles in
Canada and presented in Canadian Dollars.  Except as indicated in Note 10,
they also comply, in all material respects, with generally accepted accounting
principles in the United States.





2.

SIGNIFICANT
ACCOUNTING POLICIES



a.

Going
Concern Assumptions - These financial statements have been prepared on the
assumption that the Company will continue as a going concern, meaning it will
continue in operation for the foreseeable future and will be able to realize
assets and discharge liabilities in the ordinary course of operations.
 Different bases of measurement may be appropriate if the Company is not
expected to continue operations for the foreseeable future.  As at November
30, 2004 the Company had not advanced its projects to commercial production and
is not able to finance day-to-day activities through operations.  The
Company's continuation as a going concern is dependent upon its ability to
attain profitable operations and generate funds therefrom and/or raise equity
capital or borrowings sufficient to meet current and future obligations.



For
the years ended November 30, 2004 and 2003, the Company reported net losses of
$1,833,879 and $1,028,014 respectively and has incurred losses since inception
totalling $17,147,256.



b.

Use
of Estimates - The preparation of financial statements in conformity with
Canadian generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying disclosures.  Although these estimates are
based on management's best knowledge of current events and actions the Company
may undertake in the future, actual results ultimately may differ from the
estimates.



c.

Financial
Instruments - The fair value of the Company's financial instruments included
in current assets and current liabilities were estimated to approximate their
carrying values due to the immediate or short-term maturity of these financial
instruments.  The Company conducts business in Canada, Chile and Bolivia
giving rise to significant exposure to market risks from changes in foreign
currency rates.  There is financial risk to the Company's operations
resulting from the fact that it does not use derivative instruments to reduce
its exposure to foreign currency risk.



d.

Risk
Management - The Company is engaged primarily in mineral exploration and
manages related industry risk issues directly.  The Company may be at risk
for environmental issues and fluctuations in commodity pricing.  Management
is not aware of and does not anticipate any significant environmental
remediation costs or liabilities in respect of current operations, however it is
not possible to be certain that all aspects of environmental issues affecting
the Company, if any, have been fully determined or resolved.  The Company
is not exposed to significant credit concentration or interest rate risk.



e.

Mineral
Property Interests and Values - The Company is engaged in the exploration of
mineral resource properties and records its investment in mineral property
interests at the lower of cost or estimated recoverable value.  Where
specific exploration programs are planned and budgeted by management, mineral
exploration costs are capitalized and carried at cost until the properties are
placed into commercial production, sold, abandoned or determined by management
to be impaired in value.  Costs incurred for acquisition, including where
applicable, lease and option payments made on properties that are held under
lease and option agreements, are capitalized until such time as the related
interest is placed into production, sold, abandoned, or management has
determined that impairment in value has occurred.



In
addition, the Company incurs certain value added taxes in connection with its
Chilean exploration activities.  These costs are initially capitalized.
 When the recoverability of these amounts has been established, the amount
determined

88





---





to
be recoverable is recorded as a reduction of the carrying value of the related
property.



Management
evaluates each mineral interest on a reporting period basis or as events and
circumstances warrant; and makes a determination based on exploration activity
and results, estimated future cash flows and availability of funding as to
whether costs are capitalized or impaired.  Mineral property interests,
where future cash flows are not reasonably determinable, are evaluated for
impairment based on management's intentions and determination of the extent to
which future exploration programs are warranted and likely to be funded.



Capitalized
costs as reported on the balance sheet represent costs incurred to date or
estimated recoverable value if lower than cost.  Recovery of carrying value
is dependent upon future commercial success or proceeds from disposition of the
mineral interests.



Upon
the establishment of commercial production, carrying values of deferred
acquisition and exploration costs will be amortized over the estimated life of
the mine on the units of production method



f.

Translation
of Foreign Currency - Balances denominated in foreign currencies are translated
into Canadian dollar equivalents as follows:



i.

Monetary
assets and liabilities at year end rates;

ii.

All
other assets and liabilities at historical rates;

iii.

Revenue
and expense transactions at the average rate of exchange prevailing during the
year, except for amortization which is translated at historical rates.



Exchange
gains or losses arising on these translations are charged to operations in the
year in which incurred.



g.

Loss
Per Share - The Company uses the treasury stock method to determine the
dilutive effect of stock options and other dilutive instruments.  The
treasury stock method assumes that proceeds received from in-the-money stock
options and other dilutive instruments are used to repurchase common shares at
the prevailing market rate.



Basic
loss per share figures have been calculated using the weighted average number of
shares outstanding during the respective periods.  Diluted loss per share
figures are equal to those of basic loss per share for each year since the
effects of the stock options and share purchase warrants have been excluded as
they are anti-dilutive.



h.

Equipment
- Equipment is recorded at cost.  The cost, less the salvage or residual
value, is charged to operations or exploration activities over the useful life
of the asset on a straight line basis at the following rates: Office equipment -
over 4 to 10 years; Exploration equipment - over 4 to 8 years; Vehicles - over 5
years.



i.

Stock-Based
Compensation Plans - The Company grants to its directors, employees and
consultants incentive stock options to acquire shares in the Company' common
stock in accordance with the terms of its stock option plan.  Effective
December 1, 2003 the Company adopted the new accounting recommendations of the
Canadian Institute of Chartered Accountants ("CICA") Handbook, Section 3870,
"Stock-based compensation and other stock-based payments", released
in November 2003, whereby it will be expensing all stock-based compensation
awards, made or altered on or after October 1, 2003, on a prospective basis.
 The standard requires that all new or altered stock-based awards provided
to employees and non-employees are measured and recognized using a fair value
based method.  Fair values are determined using the Black-Scholes option
pricing model.  Any consideration paid by employees on the exercise of the
options is credited to share capital.



j.

Income
Taxes - The Company accounts for income taxes whereby the cost (benefit) of
current and future income taxes is recognized as income tax expense in the
determination of results of operations for the period.  Future income tax
liabilities (assets) are the amount of income taxes arising from taxable
temporary differences between the tax bases of an asset or liability and its
carrying amount in the balance sheet.  Income tax liabilities and assets
are recognized when they are more likely than not to be realized and are
measured using the income tax rates and laws that are expected to apply at the
time of settlement or realization.



k.

Cash
and Cash Equivalents - The Company considers all highly liquid instruments
with maturity of three months or less at the time of issuance to be cash
equivalents.  At November 30, 2004, cash and cash equivalents consisted of
cash and term deposits held at banks.



89





---







3.

CASH
AND CASH EQUIVALENTS



The
Company maintains its cash balances in Canadian, U.S., and Chilean curencies.
 The Canadian dollar equivalents of these balances are as follows:





|                       |  |   |           | 2004 |   |           | 2003
|---------------------- |  | - | --------- | ---- | - | --------- | ----
|                       |  |   |           |      |   |          
|Canadian
      dollars |  | $ | 2,058,147 |      | $ | 3,549,597
|U.S.
      dollars     |  |   |           |      |   |          
|in
      Canada        |  |   | 11,696    |      |   | 1,012    
|in
      Bolivia       |  |   | -         |      |   | 2,242    
|Chilean
      Pesos    |  |   |           |      |   |          
|in
      Chile         |  |   | 105,465   |      |   | 24,295   
|                       |  |   |           |      |   |          
|                       |  | $ | 2,175,308 |      | $ | 3,577,146





4.

MINERAL
INTERESTS AND DEFERRED EXPLORATION COSTS



a.

Bolivia
- The Company has invested in various properties located in Bolivia.  The
mineral interests have been acquired by entering into purchase and option
agreements or by staking.  Ownership of some properties is held by a
company controlled by a director.  Net smelter royalties (.6% to 3%), net
profits interest (1.2%) or net cash flow royalties (5.5% to 16%) have been
granted.  The Company re-acquired a 40% interest in the Eskapa Property
from a third party for $50,000 (paid), 200,000 common shares issued at a deemed
price of $.25 per share and a cash royalty of US$2,000,000 to be paid from
production.  Also see details concerning "Santa Isabel Property" in
Schedule C -"Mineral Exploration Properties".



b.

Chile
- The Company has invested in various properties located in Chile.  The
mineral interests have been acquired by entering into purchase and option
agreements and staking.  During 2003 the Company acquired a mineral
interest for US$50,000.  The vendor retained a back-in option to earn a 30%
to 51% interest in the event that the Company discovers a deposit containing not
less than 2,000,000 tonnes of contained equivalent copper on the property.
 The Company has an option to acquire additional mineral interests for
consideration of US$230,000 (US$30,000 paid).  Option payments are due:
October 31, 2004 - US$50,000 (paid); October 31, 2005 - US$50,000 and October
31, 2006 - US$100,000.  A 2% net smelter royalty has been retained by the
vendor.





5.

EQUIPMENT



|                            |                 |  | ACCUMULATED     |  | NET
      BOOK VALUE
|--------------------------- | --------------- |  | --------------- |  | --------------------
|                            | COST            |  | AMORTIZATION    |  | 2004                
|                            |                 |  |                 |  |                     
|Office
      equipment      | $
      115,572 |  | $
      69,061  |  | $
      46,511      
|Exploration
      equipment | 131,835         |  | 116,418         |  | 15,417              
|Vehicles                    | 122,269         |  | 71,606          |  | 50,663              
|                            |                 |  |                 |  |                     
|                            | $
      369,676 |  | $
      257,085 |  | $
      112,591     





6.

RELATED
PARTY TRANSACTIONS



During
the year, a director charged the Company $33,386 for legal services.
 Employees who are also directors or officers of the Company were paid
salaries totaling $403,823 in fiscal 2004, a $142,714 portion of which was
capitalized as deferred exploration costs (salaries totaled $343,663 in 2003 of
which $131,982 was capitalized).  In recognition of the continued efforts
and long-term service of four senior officers/employees of the Company, bonuses,
equal to one month's salary for each of the individual senior officers were
paid amounting to $27,141 in aggregate.  Stock options were granted to
directors and officers for the purchase of an aggregate of 715,000 shares at a
price of $1.10 per share.



With
the exception of the granting of stock options, these transactions were measured
at the exchange amount agreed to by the related parties.

90





---







7.

SHARE
CAPITAL



|a.
      Issued                              | COMMON
      SHARES |            | CONSIDERATION
|-------------------------------------------- | ------------------- | ---------- | -------------
|                                             |                     |            |              
|Balance
      November 30, 2002              |                     | 48,823,181 |              
|                                             |                     |            |              
|Private
      placements                     |                     |            |              
|@
      $.25 per share                       |                     | 2,000,000  |              
|@
      $.40 per share                       |                     | 859,000    |              
|@
      $.70 per share                       |                     | 2,330,000  |              
|@
      $1.00 per share                      |                     | 1,000,000  |              
|Incentive
      stock options exercised      |                     |            |              
|@
      $.20 per share                       |                     | 350,000    |              
|@
      $.40 per share                       |                     | 35,000     |              
|Warrants
      exercised                     |                     |            |              
|@
      $.10 per share                       |                     | 1,120,000  |              
|@
      $.12 per share                       |                     | 1,100,000  |              
|@
      $.15 per share                       |                     | 1,808,000  |              
|@
      $.20 per share                       |                     | 4,000      |              
|@
      $.25 per share                       |                     | 2,040,000  |              
|@
      $.30 per share                       |                     | 50,000     |              
|@
      $.40 per share                       |                     | 250,000    |              
|Issued
      for conversion of notes payable |                     |            |              
|@
      $.30 per share (see note below)      |                     | 666,667    |              
|Share
      issue costs                      |                     |            |              
|Cash                                         |                     | -          |              
|Common
      shares                          |                     |            |              
|@
      $.25 per share                       |                     | 80,000     |              
|@
      $.40 per share                       |                     | 10,000     |              
|@
      $.70 per share                       |                     | 146,000    |              
|                                             |                     |            |              
|Balance
      November 30, 2003              |                     | 62,671,848 |              
|                                             |                     |            |              
|Incentive
      stock options exercised      |                     |            |              
|@
      $.20 per share                       |                     | 255,000    |              
|@
      $.40 per share                       |                     | 250,000    |              
|Warrants
      exercised                     |                     |            |              
|@
      $.25 per share                       |                     | 156,000    |              
|@
      $.30 per share                       |                     | 290,000    |              
|@
      $.35 per share                       |                     | 666,667    |              
|@
      $.40 per share                       |                     | 129,250    |              
|@
      $.80 per share                       |                     | 53,650     |              
|Private
      Placement                      |                     |            |              
|@
      $1.10 per share                      |                     | 800,000    |              
|                                             |                     |            |              
|Balance
      November 30, 2004              |                     | 65,272,415 |              



Note
- During 2003, notes payable of $200,000 were converted to 666,667 note units.
 Each note unit consists of one common share and one share purchase warrant
entitling the holder to purchase one additional common share of the Company at a
price of $0.35 per share for a period of one year from the date of conversion.



b.

Preferred
Shares



In
addition to Common Shares, the Company's authorized share capital includes
50,000,000 preferred shares without par value, none of which are issued.
 The Board of Directors is authorized, without further action by the
shareholders, to issue Preferred Shares in one or more series and to set the
number of shares constituting any such series and the designation, rights,
privileges, restrictions and conditions attaching to the shares of such series
including dividend rights and rates, redemption provisions (including sinking
fund provisions), rights of conversion or exchange, liquidation preferences and
voting rights, if any.  The Preferred Shares as a class are entitled to
priority over the Common Shares if our Board of Directors decides to pay any
dividends, and, if we are dissolved, liquidated or wound up, the Preferred
Shares are entitled as a class to priority in respect of return of capital.
Except as required by law or the provisions of any designated series of
Preferred Shares, the holders of Preferred Shares as a class is not entitled to
receive notice of, attend or vote at any meeting of our shareholders.  None
of the Preferred Shares are allotted or issued as at this date.



91





---





c.

Share
Issue Commitments



(i)

Incentive
Stock Options



The
Company has adopted a stock option plan for which options to acquire up to 10%
of the common shares outstanding at the time of the grant may be granted to
eligible optionees.  Generally, options granted have a maximum term of five
years and the exercise price may not be less than the discounted market price,
as prescribed by the policies of the TSX Venture exchange.



|BALANCE
      NOV
      30, 2002 |  | GRANTED
      (EXERCISED) |  | BALANCE
      NOV
      30, 2003 |  | GRANTED
      (EXERCISED) |  | BALANCE
      NOV
      30, 2004 |  |   | EXERCISE
      PRICE |  | TERM
      TO     
|-------------------------------- |  | ------------------------- |  | -------------------------------- |  | ------------------------- |  | -------------------------------- |  | - | -------------------- |  | ------------------
|                                 |  |                           |  |                                  |  |                           |  |                                  |  |   |                      |  |                   
|2,460,000                        |  | (35,000)                  |  | 2,425,000                        |  | (250,000)                 |  | 2,175,000                        |  | $ | .40                  |  | Apr
      19, 2005
|1,480,000                        |  | (350,000)                 |  | 1,130,000                        |  | (180,000)                 |  | 950,000                          |  | $ | .20                  |  | Mar
      19, 2007
|275,000                          |  | -                         |  | 275,000                          |  | (75,000)                  |  | 200,000                          |  | $ | .20                  |  | Sep
      12, 2007
|50,000                           |  | -                         |  | 50,000                           |  | -                         |  | 50,000                           |  | $ | .20                  |  | Nov
      12, 2007
|-                                |  | 50,000                    |  | 50,000                           |  | -                         |  | 50,000                           |  | $ | .40                  |  | Aug
      13, 2008
|-                                |  | 105,000                   |  | 105,000                          |  | -                         |  | 105,000                          |  | $ | .63                  |  | Oct
      15, 2008
|-                                |  | 590,000                   |  | 590,000                          |  | -                         |  | 590,000                          |  | $ | 1.00                 |  | Nov
      17, 2008
|-                                |  | -                         |  | -                                |  | 330,000                   |  | 330,000                          |  | $ | 1.00                 |  | Feb
      3, 2009 
|-                                |  | -                         |  | -                                |  | 75,000                    |  | 75,000                           |  | $ | 1.00                 |  | May
      4, 2009 
|-                                |  |                           |  | -                                |  | 1,070,000                 |  | 1,070,000                        |  | $ | 1.10                 |  | Aug
      6, 2009 
|                                 |  |                           |  |                                  |  |                           |  |                                  |  |   |                      |  |                   
|4,265,000                        |  | 360,000                   |  | 4,625,000                        |  | 970,000                   |  | 5,595,000                        |  |   |                      |  |                   



As
at November 30, 2004, the weighted average remaining contractual life of the
options is 2.4 years and the weighted average exercise price is $ 0.60.



(ii)

Share
Purchase Warrants



|BALANCE
      NOV
      30, 2002 |  | ISSUED
      (EXERCISED) |  | BALANCE
      NOV
      30, 2003 |  | ISSUED
      (EXERCISED) |  | BALANCE
      NOV
      30, 2004 |  |   | EXERCISE
      PRICE |  | TERM
      TO     
|-------------------------------- |  | ------------------------ |  | -------------------------------- |  | ------------------------ |  | -------------------------------- |  | - | -------------------- |  | ------------------
|                                 |  |                          |  |                                  |  |                          |  |                                  |  |   |                      |  |                   
|1,808,000                        |  | (1,808,000)              |  | -                                |  | -                        |  | -                                |  | $ | .15                  |  | Jan
      30, 2003
|1,120,000                        |  | (1,120,000)              |  | -                                |  | -                        |  | -                                |  | $ | .10                  |  | Nov
      1, 2003 
|1,100,000                        |  | (1,100,000)              |  | -                                |  | -                        |  | -                                |  | $ | .12                  |  | Nov
      15, 2003
|2,200,000                        |  | (2,044,000)              |  | 156,000                          |  | (156,000)                |  | -                                |  | $ | .25                  |  | Mar
      5,2004  
|250,000                          |  | (250,000)                |  | -                                |  | -                        |  | -                                |  | $ | .40                  |  | Jun
      30, 2004
|-                                |  | 666,667                  |  | 666,667                          |  | (666,667)                |  | -                                |  | $ | .35                  |  | Sep
      11,2004 
|-                                |  | 1,390,000                |  | 1,390,000                        |  | (290,000)                |  | 1,100,000                        |  | $ | .30                  |  | Jun
      11,2005 
|-                                |  | 434,500                  |  | 434,500                          |  | (129,250)                |  | 305,250                          |  | $ | .40                  |  | Sep
      15, 2005
|-                                |  | 756,000                  |  | 756,000                          |  | (2,800)                  |  | 753,200                          |  | $ | .80                  |  | Nov
      7, 2005 
|-                                |  | 482,000                  |  | 482,000                          |  | (50,850)                 |  | 431,150                          |  | $ | .80                  |  | Nov
      27, 2005
|-                                |  | 500,000                  |  | 500,000                          |  | -                        |  | 500,000                          |  | $ | 1.05                 |  | Nov
      28, 2005
|-                                |  | -                        |  | -                                |  | 400,000                  |  | 400,000                          |  | $ | 1.10                 |  | Aug
      25, 2009
|                                 |  |                          |  |                                  |  |                          |  |                                  |  |   |                      |  |                   
|6,478,000                        |  | (2,092,833)              |  | 4,385,167                        |  | (895,567)                |  | 3,489,600                        |  |   |                      |  |                   



As
at November 30, 2004, the weighted average remaining contractual life of the
share purchase warrants is 1.2 years and the weighted average exercise price is
$0.68.



d.

Stock-Based
Compensation



For
the years ended November 30, 2004 and 2003 the Company measured compensation
costs using the fair value-based method for employee and non-employee stock
options.  Compensation costs have been determined based on the fair value
of the options at the grant date using the Black-Scholes option-pricing model.
 A compensation expense of $1,077,916 (2003 - $408,400) has been recorded
in the statement of operations.



The
following assumptions were used for the Black-Scholes valuation of three stock
option grants during 2004:  Expected dividend yield - 0; Expected stock
price volatility - 88%/96%/101%; Risk-free interest rate - 3.5%; Expected
life of options - 5 years.



Option
pricing models require the input of highly subjective assumptions including the
expected price volatility. Changes in these assumptions can materially affect
the fair value estimate and, therefore, the existing models do not necessarily
provide a reliable single measure of the fair value of the Company's stock
options.

92





---







8.

SEGMENTED
INFORMATION



The
Company is in the business of exploring and developing mineral resource
properties located in South America. The Company derives income and incurs costs
associated with assets in different geographic locations.Segmented information on the Company's sole industry segment
reported by geographic area is as follows:





|At
      November 30, 2004                                                       |   | DOMESTIC  |  |   | SOUTH
      AMERICA |  |   | TOTAL    
|-------------------------------------------------------------------------------- | - | --------- |  | - | ------------------- |  | - | ---------
|                                                                                 |   |           |  |   |                     |  |   |          
|Operating
      expenses                                                         |   |           |  |   |                     |  |   |          
|Amortization                                                                     | $ | 9,172     |  | $ | 11,380              |  | $ | 20,552   
|Foreign
      exchange                                                           |   | -         |  |   | (4,058)             |  |   | (4,058)  
|Mineral
      interests administration, investigation
      and
      evaluation |   | -         |  |   | 53,045              |  |   | 53,045   
|Salaries
      and benefits                                                      |   | 369,818   |  |   | -                   |  |   | 369,818  
|Stock-based
      compensation                                                   |   | 1,077,916 |  |   | -                   |  |   | 1,077,916
|Administration
      and general                                                 |   | 182,654   |  |   | 103,708             |  |   | 286,362  
|                                                                                 |   |           |  |   |                     |  |   |          
|Net
      loss from operations                                                   |   | 1,639,560 |  |   | 164,075             |  |   | 1,803,635
|Mineral
      interests and deferred exploration costs
      written
      off   |   | -         |  |   | 31,296              |  |   | 31,296   
|Gain
      on sale of equipment                                                  |   | -         |  |   | (1,052)             |  |   | (1,052)  
|                                                                                 |   |           |  |   |                     |  |   |          
|Net
      loss for the year                                                      | $ | 1,639,560 |  | $ | 194,319             |  | $ | 1,833,879
|                                                                                 |   |           |  |   |                     |  |   |          
|Expenditure
      for equipment and mineral interests                            | $ | 21,455    |  | $ | 2,133,327           |  | $ | 2,154,782
|                                                                                 |   |           |  |   |                     |  |   |          
|Equipment
      and mineral interests                                            | $ | 27,012    |  | $ | 3,890,230           |  | $ | 3,917,242
|                                                                                 |   |           |  |   |                     |  |   |          
|Total
      assets                                                               | $ | 2,096,855 |  | $ | 4,084,690           |  | $ | 6,181,545
|                                                                                 |   |           |  |   |                     |  |   |          
|At
      November 30, 2003                                                       |   |           |  |   |                     |  |   |          
|                                                                                 |   |           |  |   |                     |  |   |          
|Operating
      expenses                                                         |   |           |  |   |                     |  |   |          
|Amortization                                                                     | $ | 6,805     |  | $ | 4,703               |  | $ | 11,508   
|Foreign
      exchange                                                           |   | -         |  |   | 10,227              |  |   | 10,227   
|Interest
      on notes payable                                                  |   | 18,550    |  |   | -                   |  |   | 18,550   
|Mineral
      interests administration, investigation
      and
      evaluation |   | -         |  |   | 100,748             |  |   | 100,748  
|Salaries
      and benefits                                                      |   | 231,605   |  |   | -                   |  |   | 231,605  
|Stock-based
      compensation                                                   |   | 408,400   |  |   | -                   |  |   | 408,400  
|Administration
      and general                                                 |   | 210,726   |  |   | 21,650              |  |   | 232,376  
|                                                                                 |   |           |  |   |                     |  |   |          
|Net
      loss from operations                                                   |   | 876,086   |  |   | 137,328             |  |   | 1,013,414
|Mineral
      interests and deferred exploration costs
      written
      off   |   | -         |  |   | 14,600              |  |   | 14,600   
|                                                                                 |   |           |  |   |                     |  |   |          
|Net
      loss for the year                                                      | $ | 876,086   |  | $ | 151,928             |  | $ | 1,028,014
|                                                                                 |   |           |  |   |                     |  |   |          
|Expenditure
      for equipment and mineral interests                            | $ | 3,888     |  | $ | 580,467             |  | $ | 584,355  
|                                                                                 |   |           |  |   |                     |  |   |          
|Equipment
      and mineral interests                                            | $ | 14,729    |  | $ | 1,802,180           |  | $ | 1,816,909
|                                                                                 |   |           |  |   |                     |  |   |          
|Total
      assets                                                               | $ | 3,565,388 |  | $ | 1,828,717           |  | $ | 5,394,055



9.

INCOME
TAXES



The
Company has incurred resource-related expenditures and operating losses which
are available to reduce future years' taxable income in Canada, Chile and
Bolivia.  As at the end of our last fiscal year (November 30, 2004),
Canadian operating losses of approximately $3,480,000 were available for carry
forward.  The availability of these losses expires as follows: 2005 -
$511,000; 2006 - $527,000; 2007 - $430,000; 2008 - $490,000; 2009 - $483,000;
2010 - $472,000; and 2011 - $567,000.  Resource-related expenditures
available for carry-forward in Canada amount to approximately $6,100,000.
 No future tax benefits have been recognized in the accounts and the losses
are not transferable between the corporate entities and tax jurisdictions.





93





---





10.
 DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING

PRINCIPLES
AND PRACTICES



The
consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in Canada ("CDN basis") which
differ in certain material respects from those principles and practices that the
Company would have followed had its consolidated financial statements been
prepared in accordance with accounting principles generally accepted in the
United States ("US basis").  Had the Company followed the US basis,
certain items on the consolidated statements of operations and cash flow and
consolidated balance sheets would have been reported as follows:



Gains
and losses on inter-company foreign currency transactions that are of a
long-term investment nature are excluded from net income and deferred as a
separate component of shareholder equity.



Under
the US basis, the Company expenses all costs incurred in connection with the
acquisition and exploration of its mineral properties until such time as
economically recoverable reserves are established.





|CONSOLIDATED
      STATEMENT OF OPERATIONS                                                                                           | 2004 |             | 2003 |   | 2002       
|------------------------------------------------------------------------------------------------------------------------------------ | ---- | ----------- | ---- | - | -----------
|                                                                                                                                     |      |             |      |   |            
|Net
      loss as shown on the financial
      statements
      - Canadian basis                                                     | $    | (1,833,879) |      | $ | (1,028,014)
|                                                                                                                                     |      |             |      |   |            
|Deferral
      of translation gain on inter-company
      transactions
      of a long-term investment nature                        |      | (13,435)    |      |   | 30,091     
|                                                                                                                                     |      |             |      |   |            
|Write-down
      of mineral interests and
      deferred
      exploration costs without
      established
      commercial reserves |      | (2,051,929) |      |   | (533,285)  
|                                                                                                                                     |      |             |      |   |            
|Net
      loss - US basis                                                                                                            | $    | (3,899,243) |      | $ | (1,531,208)
|                                                                                                                                     |      |             |      |   |            
|Basic
      loss per share - US basis                                                                                                | $    | (0.06)      |      | $ | (0.03)     
|                                                                                                                                     |      |             |      |   |            
|Weighted
      average number of
      common
      shares outstanding                                                               |      | 64,153,516  |      |   | 53,770,098 





|CONSOLIDATED
      STATEMENT OF CASH FLOW |   | 2004        |  |   | 2003        |  |   | 2002     
|----------------------------------------- | - | ----------- |  | - | ----------- |  | - | ---------
|                                          |   |             |  |   |             |  |   |          
|Operating
      activities                | $ | (2,831,271) |  | $ | (1,140,288) |  | $ | (927,592)
|                                          |   |             |  |   |             |  |   |          
|Financing
      activities                | $ | 1,498,389   |  | $ | 4,553,723   |  | $ | 1,035,751
|                                          |   |             |  |   |             |  |   |          
|Investing
      activities                | $ | (68,956)    |  | $ | (36,470)    |  | $ | (19,013) 





|CONSOLIDATED
      BALANCE SHEET |   | 2004            |  |   | 2003          
|-------------------------------- | - | --------------- |  | - | --------------
|                                 |   |                 |  |   |               
|                                 |   | CDN
      BASIS |  |   | US
      BASIS
|Assets                           |   |                 |  |   |               
|Current                          | $ | 2,264,303       |  | $ | 2,264,303     
|Mineral
      Interests          |   | 3,804,651       |  |   | -             
|Capital                          |   | 112,591         |  |   | 112,591       
|                                 |   |                 |  |   |               
|                                 | $ | 6,181,545       |  | $ | 2,376,894     
|                                 |   |                 |  |   |               
|Liabilities                      |   |                 |  |   |               
|Current                          | $ | 90,467          |  | $ | 90,467        
|Shareholder's
      equity       |   | 6,091,078       |  |   | 2,286,427     
|                                 |   |                 |  |   |               
|                                 | $ | 6,181,545       |  | $ | 2,376,894     







94





---





10.
 DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING

PRINCIPLES
AND PRACTICES (CONTINUED)



CONSOLIDATED
STATMEMENT OF SHAREHOLDER'S EQUITY



|                                          | COMMON
      SHARES |                 |                              |                                | TOTAL          
|----------------------------------------- | ------------------- | --------------- | ---------------------------- | ------------------------------ | ---------------
|                                          | SHARES              | AMOUNT          | TRANSLATION
      ADJUSTMENT | CONTRIBUTED
      SURPLUS      | DEFICIT        
|                                          |                     |                 |                              |                                |                
|Balance
      at
      Nov
      30, 2001 | 41,000,881          | $14,196,034     | $201,883                     | $                     
      - | $(14,912,357)  
|                                          |                     |                 |                              |                                |                
|Net
      loss                            | -                   | -               | -                            | -                              | (793,058)      
|                                          |                     |                 |                              |                                |                
|Share
      subscriptions                 | -                   | (140,890)       | -                            | -                              | -              
|                                          |                     |                 |                              |                                |                
|Change
      in
      the
      year      | 7,822,300           | 1,337,320       | (1,268)                      | -                              | -              
|                                          |                     |                 |                              |                                |                
|Balance
      at
      Nov
      30, 2002 | 48,823,181          | 15,392,464      | 200,615                      | -                              | (15,705,415)   
|                                          |                     |                 |                              |                                |                
|Net
      loss                            | -                   | -               | -                            | 408,400                        | (1,531,208)    
|                                          |                     |                 |                              |                                |                
|Change
      in
      the
      year      | 13,848,667          | 4,874,600       | (30,091)                     | -                              | -              
|                                          |                     |                 |                              |                                |                
|Balance
      at
      Nov
      30, 2003 | 62,671,848          | 20,267,064      | 170,524                      | 408,400                        | (17,236,623)   
|                                          |                     |                 |                              |                                |                
|Net
      loss                            | -                   | -               | -                            | 1,077,916                      | (3,899,243)    
|                                          |                     |                 |                              |                                |                
|Change
      in
      the
      year      | 2,600,567           | 1,484,954       | 13,435                       | -                              | -              
|                                          |                     |                 |                              |                                |                
|Balance
      at
      Nov
      30, 2004 | 65,272,415          | $    21,752,018 | $      183,959               | $    1,486,316                 | $  (21,135,866)



95





---





ITEM
18. FINANCIAL STATEMENTS.

Not
applicable as our consolidated financial statements have been prepared in
accordance with Item 17.



ITEM
19. EXHIBITS.

The
following exhibits are filed as part of this Annual Report:

1.1.

*Altered
Memorandum of SAMEX (previously filed as exhibit to Form 20F Annual Report for
the period ended November 30, 1995 (our "1995 Annual Report");

1.2.

*Change
of Name Certificate for SAMEX (previously filed with the 1995 Annual Report);

1.3.

*Altered
Articles of SAMEX (previously filed as exhibit to Form 20F Annual Report for the
period ended November 30, 1998 (our "1998 Annual Report");

1.4.

*Altered
Memorandum of SAMEX respecting the increase of authorized share capital
(previously filed with our 1998 Annual Report);

1.5.

Form
of Notice of Articles of SAMEX issued by the Registrar of Companies for British
Columbia on February 11, 2005 (filed with this 2004 Annual Report);

4.5.

*Debt
Settlement Agreement dated July 26, 2001 between Exploration Core Drilling S.R.L.
- FJT and us concerning the settlement of CDN $164,198 (US$106,900) debt by
issuing 1,200,000 common shares of SAMEX Mining Corp. (previously filed as an
exhibit to our Form 20F Annual Report for the period ended November 30, 2001 ("our
2001 Annual Report"));

4.6.

*Amendment
Letter dated August 10, 2001 concerning certain amendments to the Eskapa
Property Option Agreement dated November 15, 2000 between us and International
Chalice Resources Inc. (previously filed with our 2001 Annual Report);

4.7.

*Form
of Subscription Agreement dated October 17, 2001 between us and one of our
directors with respect to the subscription for 150,000 Units issued under the
Private Placement of 1,260,000 Units at a price of $0.10 per Unit (Private
Placement #23) (previously filed with our 2001 Annual Report);

4.8.

*Form
of Warrant Certificates issued by us pursuant to the Private Placement of
1,260,000 Units (Private Placement #23), exercisable until November 1, 2003
(previously filed with our 2001 Annual Report);

4.9.

*Shares
For Debt Settlement - Four Letter Agreements dated November 8, 2001 between us
and four of our directors concerning the settlement of outstanding debt owed for
unpaid salaries or unpaid legal fees (previously filed with our 2001 Annual
Report);

4.10.

*Form
of Subscription Agreement dated February 11, 2002 between us and one of our
directors with respect to the subscription for 40,000 Units issued under the
Private Placement of 2,120,000 Units at a price of $0.15 per Unit (Private
Placement #25) (previously filed with our 2001 Annual Report);

4.11.

*Form
of Warrant Certificates issued by us pursuant to the Private Placement of
2,120,000 Units (Private Placement #25), exercisable until March 5, 2004
(previously filed with our 2001 Annual Report);

96





---





4.12.

*Amendment
Letter dated February 28, 2002 concerning amendments to the option price and
term of the Eskapa Property Option Agreement dated November 15, 2000 and as
amended August 10, 2001  between us and International Chalice Resources
Inc. (previously filed with our 2001 Annual Report);

4.13.

*Form
of Stock Option Agreements dated March 19, 2002 between us and our directors,
officers, employees and consultants (previously filed with our 2001 Annual
Report);

4.14

*Letter
Agreement dated May 3, 2002 between Christopher Dyakowski and us concerning an
option for us to acquire the Pinguino property in Argentina  SAMEX decided
not to proceed with the option and subsequently terminated the agreement
effective July 12, 2002 (previously filed with our 2001 Annual Report);

4.15

*Form
of Stock Option Agreement dated September 12, 2002 between us and a
director/officer (previously filed with our 2002 Annual Report);

4.16

*Eskapa
Property Buy-Back and Royalty Agreement dated October 3, 2002, between us and
International Chalice Resources Inc. ("Chalice") respecting our buy-back of
a 40% interest in the Eskapa property and the grant to Chalice of a US$2,000,000
cash royalty to be paid out of production on the property (previously filed with
our 2002 Annual Report);

4.17

*Consulting
Agreement dated September 25, 2002 between us and Geosupply Servicios de
Geologia & Mineria & Sondajes de Diamantina concerning geologic
consulting fees, finder's fees, bonuses and net smelter royalties payable on
mineral properties acquired in the country of Chile (previously filed with our
2002 Annual Report);

4.18

*Purchase
and Sale Agreement dated January 29, 2003 between our subsidiary, Minera Samex
Chile S.A. and Compania Contractual Minera Ojos del Salado concerning our
purchase of mining concessions in the Copiapo Area III Region, Chile (Los Zorros
district).  Also includes a letter of amendment dated February 27, 2003, in
which the Closing Date of the purchase is amended to March 7, 2003 (previously
filed with our 2002 Annual Report);

4.19

*Stock
Option Plan approved by our shareholders on May 23, 2003 (previously filed with
our 2002 Annual Report);

4.20

*Letter
Agency Agreement dated May 29, 2003 between us and Canaccord Capital Corporation
concerning a Brokered Private Placement of 2,000,000 Units at a price of $0.25
per Unit - Private Placement #26 (previously filed with our 2003 Annual
Report);

4.21

*Form
of Subscription Agreement dated August 11, 2003 between us and four of our
directors with respect to the subscription for 595,000 Units issued under the
Private Placement of 859,000 Units at a price of $0.40 per Unit - Private
Placement #27 (previously filed with our 2003 Annual Report);

4.22

*Form
of Warrant Certificates issued by us to four of our directors (with respect to
the subscription for 595,000 Units) pursuant to the Private Placement of 859,000
Units, exercisable until September 15, 2005 - Private Placement #27 (previously
filed with our 2003 Annual Report);

4.23

*Unilateral
Purchase Option Contract Covering Mining Concessions, dated November 6, 2003,
between Minera Samex Chile S.A. and Compania Minera y Comercial Sali Hochschild
S.A. concerning our option to purchase 209 hectares of mining concessions in the
Copiapo Area III Region, Chile (Los Zorros district) (previously filed with our
2003 Annual Report);

97





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4.24

Stock
Option Plan which received annual approval by our shareholders on May 20, 2004
and again on May 5, 2005;

4.25

Letter
of Intent re Option to Purchase mining concessions dated May 18, 2005 between
our subsidiary, Minera Samex Chile S.A. and Minera San Estaban Primera S.A.
concerning our option to purchase 100 hectares of mining concessions in the
Copiapo Area III Region, Chile (Los Zorros district)

8.1

Our
subsidiaries.  See also Item 4. A.  History and Development Of The
Company;

12.1

Certification
of Chief Executive Officer under Rule 13a-4(a);

12.2

Certification
of Chief Financial Officer under Rule 13a-4(a);

13.1

Sarbanes
Oxley 906 Certification of Chief Executive Officer;

13.2

Sarbanes
Oxley 906 Certification of Chief Financial Officer

*PREVIOUSLY
FILED



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



SAMEX
Mining Corp.



Date:  May 25, 2005



"Jeffrey
P. Dahl"

Jeffrey
P. Dahl

Chief
Executive Officer







"Larry
D. McLean"

Larry D.
McLean

Chief
Financial Officer





98





---





Exhibit
1.5



BRITISH

Ministry
of Finance

Mailing Address:

Location:

COLUMBIA



Corporate
and Personal

PO BOX 9432 Stn Prov Gov't

2nd Floor - 940 Blanshard St

Property
Registries

Victoria, BC  V8W 9V3

Victoria, BC

www.corporateonline.gov.bc.ca

250 356-8626



NOTICE
OF ARTICLES



BUSINESS CORPORATIONS
ACT



|This Notice of Articles was
      issued by the Registrar on:  February 11, 2005 04:05 PM Pacific Time
      
      Incorporation Number:
              BC0077212
      
      Recognition Date:
       Incorporated on December 15, 1967
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





NOTICE OF ARTICLES



Name of Company:



SAMEX MINING CORP.





REGISTERED
OFFICE INFORMATION



Mailing
Address:

Delivery Address:

500 999 WEST
HASTINGS STREET

500
999 WEST HASTINGS STREET



VANCOUVER BC
V6C 2W2

VANCOUVER BC V6C 2W2





RECORDS
OFFICE INFORMATION



Mailing
Address:

Delivery Address:

500 999 WEST
HASTINGS STREET

500
999 WEST HASTINGS STREET



VANCOUVER BC
V6C 2W2

VANCOUVER BC V6C 2W2





DIRECTOR
INFORMATION



Last Name, First Name Middle Name:

DAHL, JEFFREY P.



Mailing
Address:

Delivery Address:

4225 TOWNLINE
ROAD

4225 TOWNLINE ROAD

ABBOTSFORD BC
V4X1Y7

ABBOTSFORD BC V4X1Y7



Last
Name, First Name Middle Name:

DAHL,PETER J.



Mailing
Address:

Delivery Address:

4225 TOWNLINE
RD

4225 TOWNLINE RD

ABBOTSFORD BC
V4X1Y7

ABBOTSFORD BC V4X1Y7

99





---







Last
Name, First Name Middle Name:

KELL, ROBERT E.



Mailing
Address:

Delivery Address:

CALLE GABRIEL
RENE MORENO #1391

CALLE GABRIEL RENE
MORENO #1391

BLOQUE H #2,
SAN MIGUEL

BLOQUE H #2, SAN
MIGUEL

LA PAZ,
BOLIVIA

LA PAZ, BOLIVIA



Last
Name, First Name Middle Name:

KYLLMANN, PATRICIO G.



Mailing
Address:

Delivery Address:

CASILLA 474

CASILLA 474

LA PAZ,
BOLIVIA

LA PAZ, BOLIVIA



Last
Name, First Name Middle Name:

LESCHERT, ALLEN D.



Mailing
Address:

Delivery Address:

4735 WOODSIDE
PL

4735
WOODSIDE PL



WEST VANCOUVER
BC  V7S2X5

WEST VANCOUVER BC
 V7S2X5



Last
Name, First Name Middle Name:

MCLEAN, LARRY D.



Mailing
Address:

Delivery Address:

36368
SANDRINGHAM DRIVE

36368 SANDRINGHAM
DRIVE

ABBOTSFORD BC
 V3G2M5

ABBOTSFORD BC
 V3G2M5





PRE-EXISTING
COMPANY PROVISIONS

The Pre-existing Company Provisions
apply to this company.





AUTHORIZED SHARE STRUCTURE





1.
 100,000,000

COMMON
Shares

Without Par Value





Without Special
Rights or

Restrictions
attached

------------------------------------------------------------------------------------------------------------------------------------------------------------------





2.
 50,000,000

PREFERRED
Shares

Without Par Value





With Special Rights
or

Restrictions
attached

------------------------------------------------------------------------------------------------------------------------------------------------------------------











100





---





Exhibit
4.24



SAMEX
MINING CORP.

STOCK
OPTION PLAN

(Rolling
Option Plan)

SECTION
1GENERAL PROVISIONS



1.1

Interpretation

For
purposes of this Plan, the following terms shall have the following meanings:

(a)

"Associate"
has the meaning set out in section 1.2 of Policy 1.1 in the TSX-V Corporate
Finance Manual;

(b)

"Board"
means the Board of Directors of the Corporation;

(c)

"Business
Day" means a day other than a Saturday, Sunday or any other day which is a
statutory holiday in the Province of British  Columbia;

(d)

"Common
Shares" means the Common Shares of the Corporation;

(e)

"Corporation"
means Samex Mining Corp.;

(f)

"Consultant"
has the meaning set out in section 1.2 of Policy 4.4 in the TSX-V Corporate
Finance Manual;

(g)

"Consultant
Company" has the meaning set out in section 1.2 of Policy 4.4 in the TSX-V
Corporate Finance Manual;

(h)

"Date
of Grant" means the effective date an Option is granted under this Plan;

(i)

"Disinterested
Shareholder Approval" means approval by majority of votes cast by all
shareholders at a shareholders meeting of the Corporation, with holders of
non-voting and subordinate voting shares of the Corporation being given full
voting rights, other than votes cast by the Participant, if an Insider, and any
other Insiders to whom Options may be issued or existing Options amended under
the Plan or any Associates of the Participant or such Insiders;

(j)

"Directors"
has the meaning set out in section 1.2 of Policy 4.4 in the TSX-V Corporate
Finance Manual;

(k)

"Discounted
Market Price" has the meaning set out in section 1.2 of Policy 1.1 in the TSX-V
Corporate Finance Manual;

101





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(l)

"Eligible
Person" means an individual who is an Employee, Director, Management Company
Employee or Consultant of the Corporation or a Subsidiary and who is not
otherwise prevented from receiving the Option under the terms of the Policy, or
a company, all of the shares of which are held by one or more such individuals;

(m)

"Employee"
has the meaning set out in section 1.2 of Policy 4.4 in the TSX-V Corporate
Finance Manual;

(n)

"Insider"
has the meaning set out in section 1.2 of Policy 1.1 in the TSX-V Corporate
Finance Manual;

(o)

"Investor
Relations Activities" has the meaning set out in section 1.2 of Policy 1.1 in
the TSX-V Corporate Finance Manual;

(p)

"Management
Company Employee" has the meaning set out in section 1.2 of Policy 4.4 in the
TSX-V Corporate Finance Manual;

(q)

"Market
Price" has the meaning set forth in section 1.2 of Policy 1.1 of the TSX-V
Corporate Finance Manual;

(r)

"Option"
means an option to purchase Common Shares granted to an Optionee pursuant to the
terms of the Plan;

(s)

"Option
Agreement" has the meaning set out in section 2.3(d) hereof;

(t)

"Optionee"
has the meaning set out in section 1.2 of Policy 4.4 in the TSX-V Corporate
Finance Manual;

(u)

"Participant"
means Optionees to whom Options have been granted;

(v)

"Plan"
means this Samex Mining Corp. Stock Option Plan;

(w)

"Policy"
means policy 4.4 in the TSX-V Corporate Finance Manual, being the TSX-V policy
on incentive stock options;

(x)

"Share
Compensation Arrangement" means any stock option, stock option plan, employee
stock purchase plan or other compensation or incentive mechanism involving the
issuance or potential issuance of Common Shares, including a share purchase from
treasury which is financially assisted by the Corporation by way of a loan,
guarantee or otherwise;

(y)

"Subsidiary"
means a company the majority of whose voting shares are held by the Corporation
at the time of grant;



102





---





(z)

"Take-over
Bid" means a bona fide third party offer to acquire a majority of the issued
and outstanding Common Shares made to any person or company or group of persons
or companies or an offer to exchange a majority of such Common Shares for the
shares of another company pursuant to an amalgamation, merger or similar
transaction;

(aa)

"Termination
Date" means the date when a Participant ceases to be an Eligible Person for
any reason whatsoever other than death;

(bb)

"Tier
1 Issuer" and "Tier 2 Issuer" have the meanings set forth in the policy
2.1 of the TSX-V Corporate Finance Manual;

(cc)

"TSX-V"
means the TSX Venture Exchange (otherwise known as the Canadian Venture Exchange
Inc.);

(dd)

"United
States" means the United States of America, its territories and possessions,
and any area subject to the jurisdiction of the United States; and

(ee)

"U.S.
Person" means any citizen, national or resident of the United States or any
corporation, partnership or other entity organized in or under the laws of the
United States or any political subdivision thereof or any estate or trust that
is subject to United States federal income taxation regardless of source of
income.

In
this Plan, words imparting the singular number only shall include the plural and
vice versa and words imparting the masculine shall include the feminine.

This
Plan and all matters to which reference is made herein shall be governed by and
interpreted in accordance with the laws of the Province of British Columbia and
the laws of Canada applicable therein.



1.2

Purpose

The
purpose of the Plan is to advance the interests of the Corporation by:

(a)

providing
Eligible Persons with additional incentive;

(b)

encouraging
stock ownership by such Eligible Persons;

(c)

increasing
the proprietary interest of Eligible Persons in the success of the Corporation;

(d)

encouraging
Eligible Persons to remain with the Corporation or its Subsidiaries; and

(e)

attracting
new employees and officers.



103





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1.3

Administration

(a)

The
Plan shall be administered by the Board or a committee of the Board duly
appointed for this purpose by the Board and consisting of not less than three
directors.  If a committee is appointed for this purpose, all references
herein to the Board will be deemed to be references to the Committee.

(b)

Subject
to the limitations of the Plan, the Board shall have the authority to:

(i)

grant
options to purchase Common Shares to Eligible Persons;

(ii)

determine
the terms, limitations, restrictions and conditions respecting such grants;

(iii)

interpret
the Plan and adopt, amend and rescind such administrative guidelines and other
rules and regulations relating to the Plan as it shall from time to time deem
advisable; and

(iv)

make
all other determinations and take all other actions in connection with the
implementation and administration of the Plan including without limitation for
the purpose of ensuring compliance with Section 1.8 hereof as it may deem
necessary or advisable.

The
Board's guidelines, rules, regulations, interpretations and determinations
shall be conclusive and binding upon the Corporation and all other persons.



1.4

Shares
Reserved

(a)

The
maximum number of Common Shares which may be reserved for issuance for all
purposes under the Plan shall be 10% of the Common Shares outstanding at the
time of the grant (on a non-diluted basis) less the aggregate number of Common
Shares reserved for issuance to such person under any other Share Compensation
Arrangement (the "Reserve").  The maximum number of Common Shares which
may be reserved for issuance to any one person under the Plan shall be 5% (or,
if the Corporation is a Tier 1 Issuer and has obtained Disinterested Shareholder
Approval, such greater amount as may be so approved up to the maximum
unallocated portion of the Reserve) of the Common Shares outstanding at the time
of the grant (on a non-diluted basis) less the aggregate number of Common Shares
reserved for issuance to such person under any other Share Compensation
Arrangement.

(b)

Any
Common Shares subject to an Option which for any reason is cancelled or
terminated without having been exercised shall again be available for grants
under the Plan.  No fractional shares shall be issued and the Board may
determine the manner in which fractional share values shall be treated.



104





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(c)

If
there is a change in the outstanding Common Shares by reason of any stock
dividend or split, recapitalization, amalgamation, consolidation, combination or
exchange of shares, or other corporate change, the Board shall make, subject to
the prior approval of the relevant stock exchanges, appropriate substitution or
adjustment in:

(i)

the
number or kind of shares or other securities reserved for issuance pursuant to
the Plan; and

(ii)

the
number and kind of shares subject to unexercised Options theretofore granted and
in the option price of such shares;

provided
however that no substitution or adjustment shall obligate the Corporation to
issue or sell fractional shares.  If the Corporation is reorganized,
amalgamated with another corporation, or consolidated, the Board shall make such
provision for the protection of the rights of Participants as the Board in its
discretion deems appropriate.



1.5

Limits
with Respect to Insiders, Consultants and Investor Relations

(a)

The
maximum number of Common Shares which may be reserved for issuance to Insiders
under the Plan shall be 10% of the Common Shares outstanding at the time of the
grant (on a non-diluted basis) less the aggregate number of Common Shares
reserved for issuance to Insiders under any other Share Compensation
Arrangement.

(b)

The
maximum number of Common Shares which may be issued to Insiders under the Plan
within a one year period shall be 10% of the Common Shares outstanding at the
time of the issuance (on a non-diluted basis), less the aggregate number of
Common Shares reserved for issuance to such person under any other Share
Compensation Arrangement over the preceding one year period.  The maximum
number of Common Shares which may be issued to any one Insider and such Insiders'
Associates under the Plan within a one year period shall, unless the Corporation
is on the Date of Grant a Tier 1 Issuer and the Option is approved by
Disinterested Shareholder Approval, be 5% of the Common Shares outstanding at
the time of the issuance (on a non-diluted basis), less the aggregate number of
Common Shares reserved for issuance to such Insider under any other Share
Compensation Arrangement over the preceding one year period.

(c)

Any
entitlement to acquire Common Shares granted pursuant to any Share Compensation
Arrangement prior to the grantee becoming an Insider shall be excluded for the
purposes of the limits set out in (a) and (b) above.

(d)

Notwithstanding
any other provision herein, the maximum number of Common Shares which may be
reserved in a 12 month period for issuance to any one Consultant or persons
employed in Investor Relations Activities shall not exceed 2% of the Corporation's
issued and outstanding common shares at the Date of Grant and, if the
Participant is a Consultant which provides services that include

105





---





Investor
Relations Activities, no more than 25% of the Common Shares under that Option
shall vest in any three month period.

(e)

The
Board shall, from time to time, establish appropriate procedures to monitor the
trading in the securities of the Corporation by all Participants performing
Investor Relations Activities, including, without limitation, the establishment
of a designated brokerage account through which the Participant will be required
to conducts all trades in the securities of the Corporation or a requirement for
such Participant to file insider trade reports with the Board, and any Option
granted to a Participant engaged in Investor Relations Activities shall be
granted on and subject to compliance with such procedures.

1.6

Non-Exclusivity

Nothing
contained herein shall prevent the Board from adopting other or additional
compensation arrangements, subject to any required approvals.

1.7

Amendment
and Terminating

(a)

The
Board may amend, suspend or terminate the Plan or any portion thereof at any
time in accordance with applicable legislation and subject to any required
approval.  No such amendment, suspension or termination shall alter or
impair any Options or any rights pursuant thereto granted previously to any
Participant without the consent of such Participant.  If the Plan is
terminated, the provisions of the Plan and any administrative guidelines and
other rules and regulations adopted by the Board and in force at the time of the
Plan shall continue in effect during such time as an Option or any rights
pursuant thereto remaining outstanding.

(b)

With
the consent of the affected Participants, the Board may amend or modify any
outstanding Option in any manner to the extent that the Board would have had the
authority to initially grant such award as so modified or amended, including
without limitation to change the date or dates as of which an Option becomes
exercisable, subject to any required approvals.

(c)

If
an Option is amended so as to result in a reduction in the exercise price of the
Option and the Participant is an Insider of the Corporation at the time of a
proposed amendment, such amendment shall be subject to and conditional upon
receipt of Disinterested Shareholder Approval.

1.8

Compliance
with Legislation

The
Plan, the grant and the exercise of Options hereunder and the Corporation's
obligation to sell and deliver Common Shares upon exercise of Options shall be
subject to all applicable federal, provincial and foreign laws, rules and
regulations, the rules and regulations of any stock exchange(s) on which the
Common Shares are listed for trading and to such approvals by any regulatory or
governmental agency as may, in the opinion of

106





---





counsel
to the Corporation, be required.  The Corporation shall not be obligated by
any provision of the Plan or the grant of any Option hereunder to issue or sell
Common Shares in violation of such laws, rules and regulations or any condition
of such approvals.  No Option shall be granted and no Common Shares issued
or sold hereunder where such grant, issue or sale would require registration of
the Plan or of Common Shares under the securities laws of any foreign
jurisdiction and any purported grant of any Option or issue or sale of Common
Shares hereunder in violation of this provision shall be void.  In
addition, the Corporation shall have no obligation to issue any Common Shares
pursuant to the Plan unless such Common Shares shall have been duly listed, upon
official notice of issuance, with all stock exchanges on which the Common Shares
are then listed for trading.  Common Shares issued and sold to Participants
pursuant to the exercise of Options may be subject to limitations on sale or
resale under applicable securities laws.

1.9

Vesting
Provisions

The
Board of Directors may prescribe, at the time of grant of a particular Option,
that such Option is subject to such vesting provisions as they may deem
appropriate and as are in compliance with Policy and any of the other applicable
rules and policies of the TSX-V, which provisions shall be set forth in that
Participant's Option Agreement.

1.10

Hold
Periods and Legends

(a)

Any
Common Shares issuable upon exercise of an Option shall be subject to such hold
period as may be applicable under the Securities Act (British Columbia) and any
other applicable securities legislation ("Applicable Securities Legislation")
and, where such hold period is applicable on the date of issuance of such Common
Shares, shall, in addition to any legend required under Applicable Securities
Legislation ("Statutory Legend"), be endorsed with a legend, as set out in
this section 1.10 and such other legend as may be prescribed from time to time
by legal counsel for the Corporation.

(b)

Where
the Corporation is a Tier 2 Issuer or where the Corporation is a Tier 1 Issuer
and an Options is granted at a price based on the Discounted Market Price, any
Common Shares issuable upon exercise of the Option shall be subject to a hold
period of four months from the Date of Grant, plus any additional hold period
under Applicable Securities Legislation, and the share certificates representing
such Common Shares shall be affixed with the applicable Statutory Legend and the
following additional legend:

"Without
prior written approval of the Exchange and compliance with all applicable
securities legislation, the securities represented by this certificate may not
be sold, transferred, hypothecated or otherwise traded on or through the
facilities of the TSX Venture Exchange or otherwise in Canada or to or for the
benefit of a Canadian resident until [insert date which is the date following
the fourth month after the Date of Grant]."

107





---





(c)

Where
the Corporation is a Tier 1 Issuer and an Option is granted at a price based on
the Market Price, any Common Shares issuable upon exercise of the Option shall
be subject to the hold period prescribed under Applicable Securities
Legislation, and the share certificates representing such Common Shares shall be
affixed with the applicable Statutory Legend.

1.11

Effective
Date

The
Plan shall be subject to the approval of any relevant regulatory authority whose
approval is required and shall be subject to the approval of shareholders of the
Corporation.  Any Options granted prior to such approvals and acceptances
shall be conditional upon such approvals and acceptances being given and no such
Options may be exercised unless such approval and acceptance is given.



SECTION
2

OPTIONS

2.1

Grants

Subject
to the provisions of the Plan, the Board shall have the authority to determine
the limitations, restrictions and conditions, if any, in addition to those set
forth in Section 2.3 hereof, applicable to the exercise of an Option, including
without limitation, the nature and duration of the restrictions, if any, to be
imposed upon the sale or other disposition of Common Shares acquired upon the
exercise of the Option, and the nature of the events, if any, and the duration
of the period in which any Participant's rights in respect of Common Shares
acquired upon exercise of an Option may be forfeited.  An Eligible Person
may receive Options on more than one occasion under the Plan and may receive
separate Options on any one occasion.



2.2

Option
Price

The
Board shall establish the option price at the time each Option is granted, which
shall in all cases be not less than the Discounted Market Price of the Common
Shares covered by such Option at the date of the grant.

The
option price shall be subject to adjustment in accordance with the provisions of
Section 1.4(b) hereof.



2.3

Exercise
of Option

(a)

Options
granted must be exercised no later than 5 years, if a Tier 2 Issuer, or 10
years, if a Tier 1 Issuer, after the Date of Grant or such lesser period as the
Board may determine upon the grant of the Option or as the regulations made
pursuant to the Plan may require.

108





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(b)

Options
shall not be assignable or transferable by the Participants otherwise than by
will or the laws of descent and distribution, and shall be exercisable during
the lifetime of a Participant only by the Participant and after death only by
the Participant's legal representative.

(c)

Except
as otherwise determined by the Board,

(i)

if
a Participant ceases to be an Eligible Person for any reason whatsoever other
than death, each Option held by the Participant will, subject to the provisions
of Section 2.3(a) hereof, cease to be exercisable if the Corporation is a Tier 2
Issuer on the Date of Grant, 90 days, or, if the Corporation is a Tier 1 Issuer
on the Date of Grant, such longer period as may be prescribed by the Board and
stipulated in the Option, after the Termination Date.  Without limitation,
and for greater certainty only, this provision will apply regardless of whether
the Participant was dismissed with or without cause and regardless of whether
the Participant received compensation in respect of dismissal or was entitled to
a period of notice of termination which would otherwise have permitted a greater
portion of the Option to be exercisable by the Participant;

(ii)

notwithstanding
subsection 2.3(c)(i), if a Participant who is engaged in Investor Relations
Activities and he ceases to be employed for any reason whatsoever other than
death, each Option held by such Participant will, subject to the provisions of
Section 2.3(a) hereof, cease to be exercisable, if the Corporation is a Tier 2
Issuer on the Date of Grant, 30 days, or, if the Corporation is a Tier 1 Issuer
on the Date of Grant, such longer period as may be prescribed by the Board and
stipulated in the Option, after the Termination Date;

(iii)

if
a Participant dies, the legal representative of the Participant may, subject to
the provisions of Section 2.3(a) hereof, exercise the Participants Options
within six months after the date of the Participant's death, but only to the
extent the Options were by their terms exercisable on the date of death.

(d)

Each
Option shall be confirmed by an option agreement (an "Option Agreement")
substantially in the form attached hereto as Schedule "A" together with such
amendments and variations as may be approved by the Board at the Date of Grant,
executed by the Corporation and by the Participant.

(e)

The
exercise price of each Common Share purchased under an Option shall be paid in
full in cash or by bank draft or certified cheque at the time of such exercise,
and upon receipt of payment in full, but subject to the terms of the Plan, the
number of Common Shares in respect of which the Option is exercised shall be
duly issued as fully paid and non-assessable.

109





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(f)

Subject
to the provisions of the Plan, an Option may be exercised from time to time by
delivery to the Corporation at its registered office of a written notice of
exercise addressed to the Secretary-Treasurer of the Corporation specifying the
number of Common Shares with respect to which the Option is being exercised and
accompanied by payment in full of the Option Price of the Common Shares to be
purchased.  Certificates for such Common Shares shall be issued and
delivered to the Optionee within a reasonable period of time following the
receipt of such notice and payment.

(g)

Notwithstanding
any of the provisions contained in the Plan or in any Option, the Corporation's
obligation to issue Common Shares to a Participant pursuant to an exercise of an
Option shall be subject to:

(i)

completion
of such registration or other qualification of such Common Shares or obtaining
approval of such governmental or regulatory authority as counsel to the
Corporation shall reasonably determine to be necessary or advisable in
connection with the authorization, issuance or sale thereof;

(ii)

the
admission of such Common Shares to listing on any stock exchange on which the
Common Shares may then be listed; and

(iii)

the
receipt from the Participant of such representations, agreements and
undertakings, including as to future dealings in such Common Shares, as counsel
to the Corporation reasonably determines to be necessary or advisable in order
to safeguard against the violation of the laws of any jurisdiction.

In
connection with the foregoing, the Corporation shall, to the extent necessary,
take all reasonable steps to obtain such approvals, registrations and
qualifications as may be necessary for issuance of such Common Shares in
compliance with applicable laws and for the admission to listing of such Shares
on any stock exchange in which the Common Shares are then listed.

2.4

U.S.
Restrictions

The
Options granted under this Plan may not be exercised within the United States
except in accordance with such restrictions and requirements as the Corporation,
on advice of its legal counsel, may specify from time to time.



SECTION
3

TAKE-OVER
BIDS

3.1

Take-over
Bids

110





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If
a Take-over Bid is made, then, notwithstanding Section 2, but subject to the
other provisions of the Plan and subject to any required regulatory approvals,
the following shall apply:

(a)

The
Board may, in its sole and arbitrary discretion, give its express consent to the
exercise of any Options which are outstanding at the time that such Take-over
Bid was made regardless of whether such Options have vested in accordance with
their terms.

(b)

If
the Board has so expressly consented to the exercise of any Options outstanding
at the time that such Take-over Bid was made, the Corporation shall, immediately
after such consent has been given, give a notice in writing (a "Take-over
Bid Notice") to each Participant then holding unexpired Options (whether
vested or not) advising of the making of the Take-over Bid and such notice shall
provide reasonable particulars of the Take-over Bid and shall specify that the
Participant may, at any time during the period commencing on the date of the
Take-over Bid Notice and ending on the date which is five days following the
giving of the Take-over Bid Notice, exercise all or any portion of any such
unexpired Options then held by the Participant.

(c)

If
a Participant wishes to exercise any such Options, such exercise shall be made
in accordance with Section 2.3 hereof; provided that, if necessary in order to
permit such Participant to participate in the Take-over Bid, the Options so
exercised shall be deemed to have been exercised and the issuance of the Common
Shares issuable upon such exercise (such Common Shares being referred to in this
Section 3.1(c) as the "Specified Shares") shall be deemed to have
been issued, effective as of the first Business Day immediately prior to the
date on which the Take-over Bid was made.

(d)

If,
upon the expiry of the applicable Options exercise period specified in Section
3.1(b) above, the Take-over Bid is completed and a Participant did not, prior to
the expiration of such exercise period, exercise the entire or any portion of
the Option which such Participant could have exercised in accordance with the
provisions of this Section 3.1, then, as of and from the expiry of such exercise
period, the Participant shall cease to have any further right to exercise such
Option, in whole or in part, and each such Option shall be deemed to have
expired and shall be null and void.

(e)

If:

(i)

the
Take-over Bid is not completed; or

(ii)

all
of the Specified Shares tendered by the Participant pursuant to the Take-over
Bid are not purchased by the offeror in respect thereof,

the
Specified Shares or, in the case of clause (ii) above, the portion thereof that

111





---





are
not taken up and paid for by such offeror, shall be returned by the Participant
to the Corporation and either cancelled or reinstated as authorized but unissued
Common Shares, and the terms set forth herein shall again apply to the Option
(or remaining portions thereof, as the case may be) pursuant to which the
Specified Shares were purchased.

(f)

If
any Specified Shares are returned to the Corporation pursuant to Section 3.1(e)
above, the Corporation shall refund the applicable purchase price (without
interest) to the Participant in respect of such Specified Shares.

(g)

In
no event shall the Participant be entitled to sell or otherwise dispose of the
Specified Shares otherwise than pursuant to the Take-over Bid.



SECTION
4

MISCELLANEOUS
PROVISIONS

4.1

The
holder of an Option shall not have any rights as a shareholder of the
Corporation with respect to any of the Common Shares covered by such Option
until such holder shall have exercised such Option in accordance with the terms
of the Plan (including tendering payment in full of the Option Price of the
Common Shares in respect of which the Option is being exercised).

4.2

Nothing
in the Plan or any Option shall confer upon a Participant any right to continue
in the employ of the Corporation or any Subsidiary or affect in any way the
right of the Corporation or any Subsidiary to terminate his employment at any
time; nor shall anything in the Plan or any Option be deemed or construed to
constitute an agreement, or an expression of intent, on the part of the
Corporation or any Subsidiary to extend the employment of any Participant beyond
the time which he would normally be retired pursuant to the provisions of any
present or future retirement plan of the Corporation or any Subsidiary, or
beyond the time at which he would otherwise be retired pursuant to the
provisions of any contract of employment with the Corporation or any Subsidiary.

4.3

The
acceptance and exercise of the Option and the sale of Common Shares issued
pursuant to exercise of the Option may have consequences under federal,
provincial and US or other foreign tax and securities laws which may vary
depending on the individual circumstances of the Participant.  Accordingly,
the Participant acknowledges that he has been advised to consult his own legal
and tax advisor in connection with this Plan and his dealings with respect to
the Option or the Corporation's Common Shares.



112





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SCHEDULE
"A"

SAMEX
MINING CORP.

301
- 32920 Ventura Avenue

Abbotsford,
BC, V2S 6J3



TO:

______________
, 200__

Re:
Option Agreement

You
have been designated as an Eligible Person under the SAMEX MINING CORP. Stock
Option Plan, a copy of which is enclosed with this letter (the "Plan").
 All capitalised terms in this Agreement defined in the Plan shall have the
same meaning herein as therein.  Assuming that you become a Participant by
signing this letter, the details of the Options which have been granted to you
under the Plan are as follows:

(a)

Designated
Number (the aggregate
number of Common Shares which you may
purchase under the
Option):                                                      
_____________

(b)

Option
Price (price per Common Share):

$_____

(c)

Expiry
Date:

___________
, 200__

(d)

Vesting
Date and Designated Quantity
(the quantity of the Designated Number of
Common Shares which you may purchase each
year)

Vesting
Date

Designated
Quantity

Immediately
after grant

All

(e)

Termination
of Option



If
you accept the Options and agree to participate in the Plan and be bound by and
comply with the terms and conditions of the Plan which are hereby specifically
incorporated by reference into this Agreement and the terms and conditions set
out herein, please sign one copy of this letter and return it to
_________________________ by _______________________________ .



By
signing and returning this letter to SAMEX MINING CORP., you hereby covenant,
represent, warrant and agree that:



(a)

you
shall not, directly or indirectly in any manner whatsoever, sell, transfer,
assign, mortgage, charge, pledge, grant a security interest in or otherwise
dispose of or encumber all or any part of the Options granted to you by this
Option Agreement;

113





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(b)

you
are an individual which is an Eligible Person with respect to the Corporation or
a Subsidiary at the date hereof;

(c)

if
you are a company, you have prepared, executed and delivered herewith a TSX-V
Form 4F Certification and Undertaking, a copy of which is attached hereto, which
is true and correct in every material respect, for further filing by the
Corporation with the TSX-V in conjunction with its seeking TSX-V approval to the
Option; and

(d)

if
you are a U.S. Person, you have prepared, executed and delivered herewith a
supplemental Acknowledgment and Agreement for US Optionees substantially in the
form provided by the Corporation, which is true and correct in every material
respect.

This
Option Agreement shall be governed by and construed in accordance with the laws
of the Province of British Columbia and the laws of Canada applicable therein.



SAMEX
MINING CORP.

By:







I
have read the SAMEX MINING CORP. Stock Option Plan and agree to comply with, and
agree that my participation is subject in all respect to, its terms and
conditions:

SIGNED
in the presence of:



|-                            | SIGNATURE: | - | 
|---------------------------- | ---------- | - | 
|(Signature
      of Witness) | NAME:      |  
|-                            | -          |  
|(Address of Witness)         | (Date)     |  













114





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SCHEDULE
"B"

NOTICE AND
AGREEMENT

OF
EXERCISE OF OPTION (CASH TRANSACTION)

I,
the undersigned, hereby exercise the Stock Option granted to me pursuant to an
agreement dated as of  between
SAMEX MINING CORP. and myself (the "Stock Option Agreement") as to  Common
Shares of SAMEX MINING CORP. (collectively, the "Option Shares").

Enclosed
is the full payment specified in the Stock Option Agreement.

I
hereby agree to assist the Company in the filing of, and will timely file, all
reports that I may be required to file under applicable securities laws.

The
number of Option Shares specified above are to be issued in the following
registration:





|-                       |  | -                      |  | 
|----------------------- |  | ---------------------- |  | 
|(Print Optionee's Name) |  | (Optionee's Signature) |  | 
|-                       |  | -                      |  | 
|(Date)                  |  | (Address)              |  | 



















115





---





SCHEDULE
"C"

NOTICE AND
AGREEMENT

OF
EXERCISE OF OPTION (CASHLESS TRANSACTION)

I,
the undersigned, hereby exercise the Stock Option granted to me pursuant to an
agreement dated as of  between
SAMEX MINING CORP. and myself (the "Stock Option Agreement") as to  Common
Shares of SAMEX MINING CORP. (collectively, the "Option Shares").

Upon
receipt of a cheque from my broker for full payment as specified in the Stock
Option Agreement, I request the issuance of shares in my name and instruct the
transfer agent to deliver the share certificate to my broker, at the address
listed below, representing the common shares as soon as reasonably practical
after receipt of the cash consideration:

Name:

_______________________________

Address:

_______________________________

_______________________________

_______________________________

Tel:

_______________________________

Fax:

_______________________________

I
hereby agree to assist the Company in the filing of, and will timely file, all
reports that I may be required to file under applicable securities laws.





|-                       |  | -                      |  | 
|----------------------- |  | ---------------------- |  | 
|(Print Optionee's Name) |  | (Optionee's Signature) |  | 
|-                       |  | -                      |  | 
|(Date)                  |  | (Address)              |  | 







116





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Exhibit
4.25





SANTIAGO
        OFFICE
        Vergara
        & Compania Limitada
        Isidora
        Goyenechea 2939
        Oficina
        704, Los Condes
        Santiago,
        CHILE
      CHILEAN
        CONTACTS:
        Francisco
        Vergara I.
        E-MAIL:
        f.vergara@terra.cl
        TEL:
        (56 2) 232-3004
        FAX:
        (56 2) 333-8633
      CANADIAN
        CONTACTS:
        Jeffrey
        P. Dahl
        E-MAIL:
        2samex@samex.com
        TEL:
        (604) 870-9920
        FAX:
        (604) 870-9930




May  18th,
2005



Alejandro
Bohn B.

Gerente
General

Cia. Minera
San Estaban Primera S.A.

Fidel Oteiza
1921-Of. 806

Santiago,
Chile



By Fax: 56 2
223-8880



Re: Option to
Purchase mining concessions La Socialista 1 to 5 and 7 to 20, Copiapo area,
Region III.



Dear
Alejandro,



As per our
discussions these past months this letter, once signed by both parties, will
constitute a binding "Letter of Intent" ("LOI") on both parties and
become the basis for the formalization of an Option Agreement relating to the
mining concessions; La Socialista 1 to 5 and 7 to 20, all located in the Copiapo
area, Region III, Chile.  The parties will conduct property title due
diligence etc. and prepare the formal Option Agreement and assorted legal
documents for final execution by Friday, June 24th, 2005.  It is
also agreed that both parties will maintain all aspects of this Option Agreement
and their dealings with one another in confidence, other than the obligations
that Minera SAMEX Chile S.A. ("SAMEX") has for regulatory and investor
relation disclosures etc.  The following are the basic points of agreement:



1)

Mining
claims: La Socialista 1 to 5 and 7 to 20, all located in the Copiapo area,
Region III, Chile. Legal titles to the said mining concessions
covering the area will have to be in good legal form and patent fees paid up to
March 31, 2004.



2)
Option Payments: SAMEX would acquire full and formal title to the mineral
concessions mentioned aboveby making option payments totaling US
$200,000 to Cia. Minera San Estaban Primera S.A. (or other applicable entity)
over eighteen months as follows:



i)

US
$75,000  Upon signing of the formal Option Agreement.

ii)

US
$25,000  6 months from the signing of the formal Option Agreement.

iii)

US
$50,000  9 months from the signing of the formal Option Agreement.

iv)

US
$50,000  18 months from the signing of the formal Option Agreement.



3)
Net Smelter Returns Royalty ("NSR"):  1.5 % for copper, gold, silver
and any additional payable mineral contents for a period of 30 years from the
signing of the formal Option Agreement.  SAMEX will have an option to
buyout the Net Smelter Return Royalty at any time for US $1,000,000.



4)
SAMEX will provide Cia. Minera San Estaban Primera S.A. all the geological and
technical data for the work done with regard to the mining claims singularized
in this letter if SAMEX decides at any time not to exercise the option granted
by the Optionor in accordance with the formal Option Agreement.



117





---





As a sign of
acceptance of the terms and conditions set out herein, please execute below and
return same to Minera SAMEX Chile S.A. by Friday May 20th, 2005.



Best Regards,

Minera SAMEX
Chile S.A.





"Francisco
Vergara"

___________________________

Francisco
Vergara I.

Director





Acknowledged
and agreed to this 18 day of May, 2005.



Cia. Minera
San Estaban Primera S.A.

By:



"Alejandro
Bohn"



Name:

Alejandro
Bohn
B                                 
..





Position:

General
Manager









118





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Exhibit
8.1





LIST
OF SUBSIDIARIES





The
following companies are subsidiaries of SAMEX Mining Corp. as of April 30, 2005:





|NAME
      OF SUBSIDIARY                        | JURISDICTION
      OF INCORPORATION | OWNERSHIP
|----------------------------------------------- | ----------------------------------- | ---------
|                                                |                                     |          
|South
      American Mining & Exploration Corp. | British
      Columbia, Canada      | 100%     
|SAMEX
      International Ltd.                  | Bahamas                             | 100%     
|SAMEX
      S.A.                                | Bolivia                             | 98%      
|Minas
      BOLIVEX S.A. ("BOLIVEX ")           | Bolivia                             | 98%      
|Empresa
      Minera Boliviana S.A. ("EMIBOL")  | Bolivia                             | 98%      
|Minera
      Samex Chile S.A  ("Samex Chile")   | Chile                               | 99.9%    





For
details see Item 4 - "Information On The Company"



119





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Exhibit
12.1

CERTIFICATION



I, Jeffrey Peter Dahl,
President and Chief Executive Officer, certify that:



1.

I
have reviewed this Annual Report on Form 20-F of Samex Mining Corp. (the "Company");



2.

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



3.

Based
on my knowledge, the financial statements, and other financial information
included in this Annual Report, fairly present in all material respects the
financial condition, results of operations and cash flows of the Company as of,
and for, the periods presented in this Annual Report;



4.

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



(a)

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

(b)

Designed
such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;

(c)

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

(d)

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



5.

The
Company's other certifying officer(s) and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the Company's
auditors and the audit committee of the Company's board of directors (or persons
performing the equivalent functions):



(a)

All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the Company's ability to record, process, summarize and report
financial information; and

(b)

Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the Company's internal control over financial
reporting.





|Date:
      May 25, 2005 |  | "Jeffrey
      P. Dahl"                                     
|------------------------ |  | ------------------------------------------------------------
|                         |  | Jeffrey
      P. Dahl, President and Chief Executive Officer





120





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Exhibit
12.2

CERTIFICATION



I, Larry Dennis McLean, Chief
Financial Officer, certify that:



1.

I
have reviewed this Annual Report on Form 20-F of Samex Mining Corp. (the "Company");



2.

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



3.

Based
on my knowledge, the financial statements, and other financial information
included in this Annual Report, fairly present in all material respects the
financial condition, results of operations and cash flows of the Company as of,
and for, the periods presented in this Annual Report;



4.

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



(a)

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

(b)

Designed
such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;

(c)

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

(d)

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



5.

The
Company's other certifying officer(s) and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the Company's
auditors and the audit committee of the Company's board of directors (or persons
performing the equivalent functions):



(a)

All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the Company's ability to record, process, summarize and report
financial information; and

(b)

Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the Company's internal control over financial
reporting.





|Date:
      May 25, 2005 |  | "Larry
      D. McLean"                       
|------------------------ |  | ----------------------------------------------
|                         |  | Larry
      D. McLean, Chief Financial Officer



121





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Exhibit
13.1







CERTIFICATION
PURSUANT TO

18
U.S.C. 1350,

AS
ADOPTED PURSUANT TO

SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002







In
connection with the Annual Report of Samex Mining Corp. (the "Company") on
Form 20-F for the year ended November 30th, 2004 as filed with the
Securities and Exchange Commission on the date here of (the "Report"), I,
Jeffrey P. Dahl, Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:



(1)

The
Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and



(2)

The
information contained in this Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.









"Jeffrey
P. Dahl"

Jeffrey
P. Dahl

President
and Chief Executive Officer

May
25, 2005









122





---









Exhibit
13.2











CERTIFICATION
PURSUANT TO

18
U.S.C. 1350,

AS
ADOPTED PURSUANT TO

SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002







In
connection with the Annual Report of Samex Mining Corp. (the "Company") on
Form 20-F for the year ended November 30th, 2004 as filed with the
Securities and Exchange Commission on the date here of (the "Report"), I,
Larry D. McLean, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:



(1)

The
Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and



(2)

The
information contained in this Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.









"Larry
D. McLean"

Larry
D. McLean

Chief
Financial Officer

May
25, 2005











123