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



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



For the fiscal year ended

November 30, 2003





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 number

0-13391





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, 2003:  
62,671,848 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 ADVISORS                          | 7   
|ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE                                        | 7   
|ITEM 3. KEY INFORMATION                                                                | 7   
|ITEM 4. INFORMATION ON THE COMPANY                                                     | 18  
|ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                   | 34  
|ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                     | 42  
|ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                              | 46  
|ITEM 8. FINANCIAL INFORMATION                                                          | 49  
|ITEM 9. THE OFFER AND LISTING.                                                         | 50  
|ITEM 10. ADDITIONAL INFORMATION.                                                       | 51  
|ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.                   | 65  
|ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES.                       | 65  
|ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES.                              | 65  
|ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS. | 65  
|ITEM 15. [RESERVED]                                                                    | 65  
|ITEM 16. [RESERVED]                                                                    | 66  
|ITEM 17. FINANCIAL STATEMENTS.                                                         | 67  
|ITEM 18. FINANCIAL STATEMENTS.                                                         | 8686
|ITEM 19. EXHIBITS.                                                                     | 8686





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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."



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.



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   
|                       | 2003  | 2002                            
|End of period          | .7709 | .6386                           
|Average for the period | .7065 | .6365                           
|High for the period    | .7709 | .6619                           
|Low for the period     | .7489 | .6200                           



|                    |               | For the month of
|------------------- | ------------- | ----------------
|                    | December 2003 | January 2004    
|High for the period | .7739         | .7881           
|Low for the period  | .7460         | .7497           



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 23,
2004 as reported by the United States Federal Reserve Bank of New York for the conversion of Canadian dollars into United States dollars was US$0.7346
(US$1.00 = Cdn$1.3612
).  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    
|------------- | --------------------
|1999          | 1 US$ = 508.78 pesos
|2000          | 1 US$ = 539.49 pesos
|2001          | 1 US$ = 634.94 pesos
|2002          | 1 US$ = 688.94 pesos
|2003          | 1 US$ = 691.40 pesos



Monthly Average of Chilean Pesos Per U.S. Dollar for Year 2003



|Month | Jan    | Feb    | Mar    | Apr    | May    | Jun    | Jul    | Aug    | Sep    | Oct    | Nov    | Dec   
|----- | ------ | ------ | ------ | ------ | ------ | ------ | ------ | ------ | ------ | ------ | ------ | ------
|Pesos | 722.48 | 745.21 | 743.28 | 718.25 | 703.58 | 709.18 | 701.14 | 703.77 | 675.44 | 646.07 | 625.47 | 602.90



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



|Month | Jan    | Feb    | Mar   
|----- | ------ | ------ | ------
|Pesos | 573.64 | 584.31 | 603.91







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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    
(s
ee 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 - D
escription of Properties" for individual property details).  We are an exploration stage company and ha
ve 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, Robert Kell, a Director and the Vice President-Exploration of SAMEX.  Mr. Kell is a
"qualified person" 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, 2003
|Income Statement Data:                                       |                  
|Net Loss From Operations                                     | 1,013,414        
|Mineral Interests and Deferred Exploration Costs Written Off | 14,600           
|Net Loss for the period (1)                                  |                  
|Canadian GAAP                                                | 1,028,014        
|US GAAP                                                      | 1,531,208        
|Net Loss per share (1)                                       |                  
|Canadian GAAP                                                | 0.02             
|US GAAP                                                      | 0.03             
|                                                             |                  



(1)See Note 11 to
attached Consolidated
Financial Statements to November 30, 2003.







|                        | Fiscal Year Ended
November 30
|----------------------- | -----------------------------
|                        | 2003                         
|Balance Sheet Data      |                              
|Current Assets          | 3,577,146                    
|Current Liabilities     | 31,968                       
|Working Capital         | 3,545,178                    
|Notes Payable           | -                            
|Total Assets            | 5,394,055                    
|Long Term Obligations   | -                            
|Shareholders Equity (1) |                              
|Canadian GAAP           | 5,362,087                    
|US GAAP                 | 3,609,365                    
|Number of Shares        | 62,671,848                   



(1)

See Note 11
to attached Consolidated
Financial Statements to November 30, 2003.

(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 11
 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 F
actors.

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 $1,013,414,
$570,612 and $686,373 for the fiscal years ended November 30, 2003, 2002 and 2001, respectively.   As of November 30, 2003, we had a cumulative net loss from operations of $7,961,944
and a cumulative deficit of $15,313,377
..  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, 2003
, we had working capital of $3,545,178 (November 30, 2002: Deficit of
$165,574)
..  While we believe our working capital is sufficient to fund our operations and intended exploration activities for the next 12 months, w
e do not currently have any cash flow from operations and cannot currently satisfy anticipated
 operational requirements and cash commitments after that time
..  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 conc
ern, 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



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is identified.  The prices of gold, silver, copper, zinc and other metals have fluctuated in recent years.



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 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 volatility of the prices for precious metals and base metals is illustrated by the following table which shows the market prices (US$) of silver, gold, copper and zinc for each quarter of the last five years and for the first quarter of 2004:





|Quarter Ended      | Silver
(dollars/ounce) | Gold
(dollars/ounce) | Copper
(dollars/pound) | Zinc
(dollars/pound)
|------------------ | ---------------------- | -------------------- | ---------------------- | --------------------
|                   | High                   | Low                  | High                   | Low                 
|March 31, 1999     | 5.81                   | 4.86                 | 296.50                 | 278.20              
|June 30, 1999      | 5.55                   | 4.85                 | 291.20                 | 258.60              
|September 30, 1999 | 5.82                   | 5.02                 | 321.00                 | 252.50              
|December 31, 1999  | 5.73                   | 5.04                 | 327.50                 | 275.00              
|March 31, 2000     | 5.51                   | 4.92                 | 322.00                 | 274.50              
|June 30, 2000      | 5.19                   | 4.89                 | 291.50                 | 271.30              
|September 30, 2000 | 5.03                   | 4.75                 | 287.65                 | 269.50              
|December 31, 2000  | 4.93                   | 4.55                 | 275.05                 | 263.80              
|March 31, 2001     | 4.84                   | 4.28                 | 272.50                 | 256.25              
|June 30, 2001      | 4.63                   | 4.27                 | 298.60                 | 255.00              
|September 30, 2001 | 4.72                   | 4.11                 | 296.00                 | 264.10              
|December 31, 2001  | 4.73                   | 4.01                 | 292.90                 | 271.20              
|March 31, 2002     | 4.77                   | 4.21                 | 308.00                 | 277.20              
|June 30, 2002      | 5.14                   | 4.40                 | 330.55                 | 297.25              
|September 30, 2002 | 5.15                   | 4.38                 | 327.95                 | 298.95              
|December 31, 2002  | 4.81                   | 4.28                 | 354.25                 | 308.75              
|March 31, 2003     | 4.96                   | 4.34                 | 389.05                 | 325.70              
|June 30, 2003      | 4.89                   | 4.35                 | 374.65                 | 319.15              
|September 30, 2003 | 5.35                   | 4.54                 | 393.75                 | 340.55              
|December 31, 2003  | 6.01                   | 4.73                 | 417.75                 | 366.50              
|March 31, 2004     | 7.91                   | 5.93                 | 427.45                 | 387.95              



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.



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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.



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



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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.



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.



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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 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.



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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)
..  In the case of an exploitation concession the annual patent fee is 2,950.2 Chilean Pesos per hectare (calculated as one tenth (1/10th) of a Monthly Tax Unit ("M.T.U.") which is 29,502 Chilean Pesos x 0.1 = 2,950.2 Chilean Pesos) which is about US$5 per hectare of exploitation concession.  In the case of an exploration concession the annual patent fee is 590.04 Chilean Pesos per hectare (calculated as one fiftieth (1/50th) of a Monthly Tax Unit ("M.T.U.") which is 29,502 Chilean Pesos x 0.02 = 590.04 Chilean Pesos) which is about US$1 per hectare of exploration concession.  
The payment 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.



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



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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 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.



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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 reserved7,914,417
common shares for future issuance, which if issued may cause dilution in the value of currently issued and outstanding shares.

As of April 28, 2004, we reserved 4,555,000 common shares for issuance on the exercise of incentive stock options (at a weighted average exercise price of CDN$0.0.47).  In addition we reserved 3,359,417 common shares for issuance upon the exercise of outstanding warrants (at a weighted average exercise price of CDN$0.0.60).  If such options and warrants are fully exercised, such common shares would constitute 10.99% 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"





We believe we were a passive foreign investment company during 2003
, which may have a material affect on U.S. holders.

We believe we were a
"passive foreign investment company" ("PFIC") during 2003
, 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



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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, 2003 ranged between CDN$0.16 and $1.63 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 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:

DateNameConsolidation (Old:New)December 15, 1967Silver Duke Mines Ltd. (N.P.L.)Not applicableFebruary 3, 1976Totem Resources Ltd. (N.P.L.)4:1June 9, 1978Paragon Resources Ltd. (N.P.L.)Not applicable


March 6, 2001Paragon Resources Ltd.Not applicableSeptember 11, 1995SAMEX Mining Corp.5:1






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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.



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



Our total mineral interests and exploration costs were $648,633 for the year ended November 30, 2003 compared to $432,388  in 2002, 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 a total of $4,699,600 during fiscal 2003.   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



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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 Arin Smith (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: Patricio Kyllmann, Peter Dahl, Jeffrey Dahl, Robert Kell (Alternate Director), Brenda McLean (Alternate Director), Larry McLean (Book Reviser).  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 Patricio Kyllmann and Peter Dahl, directors of SAMEX. SAMEX S.A.'s primary asset is its interest in the Goya I/El Bonete concession which forms part of 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: Patricio Kyllmann, Peter Dahl, Jeffrey Dahl, Robert Kell (Alternate Director), Brenda McLean (Alternate Director), Larry McLean (Book Reviser).  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 Patricio Kyllmann 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: Patricio Kyllmann, Peter Dahl, Jeffrey Dahl, Robert Kell (Alternate Director), Brenda McLean (Alternate Director), Larry McLean (Book Reviser).  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 Patricio Kyllmann 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.





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



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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 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 Compania 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; 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").



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 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 over the last several years at the Eskapa precious metal prospect in Bolivia, and the compilation of this information into a comprehensive technical report.



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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.



During the fiscal year ended November 30, 2001, our activities consisted principally of exploration on our Eskapa mineral property in Bolivia, as well as evaluating other potential mineral properties and financing activities.  We also conducted research and due-diligence on certain business opportunities related to natural gas recovery technology.



For the balance of 2004, we plan to carry out exploration programs focused primarily on drill testing gold-silver-copper targets at our Los Zorros property in the country of Chile.   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 ROBERT KELL, OUR VICE PRESIDENT EXPLORATION AND A DIRECTOR AND THE COMPANY.  MR. KELL IS A
"QUALIFIED PERSON" PURSUANT TO CANADIAN SECURITIES NATIONAL INSTRUMENT 43-101 CONCERNING STANDARDS OF DISCLOSURE FOR MINERAL PROJECTS.



Description of Property



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.





LOS ZORROS PROPERTY



We, through our Chilean subsidiary, Minera Samex Chile S.A., have approximately 4,964 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.



SAMEX's on-going exploration within the Los Zorros district in Chile has identified five highly prospective mineralized target areas to-date.  Target areas II through V 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 that arcs around a central pampa (plain) where a quartz porphyry intrusion hosts copper-gold mineralization (Target area I).  Additional target areas may yet be identified as exploration continues.  To better reflect the prospect area's multiple target nature, the name of the project was changed  from El Zorro, to the plural form,
Los Zorros ("The Foxes").  The Company has increased its land holdings to more than 42 square-kilometers by staking adjacent concessions and is well-funded to conduct the exploration outlined below.



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 (+600 samples to-date), 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 is being undertaken to help interpret the mineralization.  Bulldozer trenching will facilitate further sampling and mapping to assist with drill-target definition.  Geophysical surveys are also being considered to help further define the extent of the targets beneath covered areas.  The characteristics of specific drill targets will be described in detail in future news releases prior to the commencement of drilling.  The focus of the upcoming first-phase exploration drilling program will be to gain important geological information regarding the tenor, style and controls of mineralization and to test these various target areas for economic gold-silver-copper mineralization.  The first-phase drill program is expected to consist of at least 5,000 meters of core drilling in +20 holes of varying depth.  The areas producing the most promising results will then be followed-up with further evaluations.



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 targets are geologically diverse and include: porphyry-hosted copper-gold (Target I), gold-copper-silver-bearing barite vein swarms (Targets III and V), gold-silver-copper-mineralized breccia bodies (Target IV), and epithermal mantos-hosted gold (Target II).  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



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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.



Below are initial summaries of each of the five target areas identified thus far:



Target I
-  Target I occurs in a younger, altered quartz-eye porphyritic intrusion which consistently hosts variable amounts of oxide-copper mineralization (typically 0.05% to >0.2% copper) and locally associated anomalous gold (0.2 to 0.8 g/mt) and elevated molybdenum (4 to 82 ppm).  The area of mineralized porphyry exposures is +800 by +700 meters and is mostly in an area of pampa and low-lying hills with numerous prospected showings of fault-hosted, fracture-controlled and veinleted, oxide-copper mineralization.  Seventy-eight surface rock chip samples from this area average approximately 0.23% copper and 0.16 g/t gold.  Higher grade zones contain from 1% to 3.5% copper over widths of several meters and are controlled by north- and northwest-trending structures.  Sampling of a 51-meter-long exposure of supergene-leached, strongly altered, quartz porphyry along an old bulldozer cut averaged 0.58g/mt gold, 507 ppm (0.05%) copper, and 17 ppm molybdenum (17 samples).  The samples were taken as three-meter long, continuous horizontal channel cuts.  The geochemical analyses also demonstrate a consistently even distribution of the anomalous gold and copper values and elevated levels of molybdenum from sample to sample across the entire exposure length.  Additional bulldozer trenching and sampling is planned.  The area of the altered quartz-eye porphyry will likely be expanded by exploration beneath volcaniclastic rocks, diorite sills and shallow pampa cover.  The intrusion offers the possibility of containing a large, bulk-tonnage copper-gold deposit where alteration and copper mineralization are more intensely developed.  The target's characteristics and size might prove typical of a Chilean porphyry copper deposit.  The quartz-eye porphyry intrusion may be the mineralizing source to the adjacent six-kilometer trend of mineralized mantos, vein swarms, and breccia targets described below.  Geophysical methods to investigate the previously unknown mineralized intrusion, especially in covered areas, are being evaluated.



Target II
-Target II is comprised of several prospective areas: first, 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).  Limited previous exploration work by other parties indicates that multiple gold-mineralized intervals are distributed over a package thickness of approximately +80-meters with several of the individual intervals having thicknesses of +20 meters and respective average grades ranging between 0.3 to 1.250 g/t gold.  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.



Just to the east and northeast, a second area, 1500 meters long by +300-meters across, has exposed alteration in porphyritic rocks (subvolcanic intrusion and tuffs, diorite sill) similar in appearance to the alteration associated with the gold mineralization of the small mine workings.  Reconnaissance chip sampling (44 samples) of scattered outcrops of clay-red hematite altered and silicified porphyry and diorite over the large area show common elevated (0.022 to 0.082 ppm) levels of gold with anomalous silver (1 to 6.1 ppm).  Eight samples contain 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 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 second 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



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(112 to 304 ppm).  This mantos-style mineralization can be traced almost continuously for 1000-meters strike length and historically was locally mined and prospected in many places for copper, silver and gold and barite.



A third prospective area 400 meters long by 300 meters wide 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.



SAMEX is currently conducting geologic mapping and sampling of these three areas in Target II as part of an evaluation to determine: (a) if the exposed, extensive clay-alteration and silicification to the east and northeast of the mine is possibly signalling the presence, at depth, of significant gold-mineralization hosted in altered igneous and volcanic rocks; and (b) if mantos intervals similar to that exposed at the small mine workings are at shallow depth beneath cap rock.  The mineralized mantos layer, outlying strong alteration and widespread anomalous silver, elevated gold, high sodium content of altered rocks of the areas comprising Target II may represent the overlying halo to deeper seated copper-gold deposits of the Punta del Cobre and Candelaria types; or gold deposit of the Andacollo type.  Initial core drilling will re-test the small mine workings to better determine the number of mineralized intervals, grades, associated widths, and character of gold mineralization.





Target III
-Target III is 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 vein swarm occurs over an area of approximately 1500 meters long by +600 meters across.  Principal veins are one to over two meters wide.  The gold occurs with limonite and oxide-copper minerals which locally occur in abundance with the coarse-bladed barite.  Recent sinking of a shaft down along one of the veins by local miners found that, at depth, the veins are comprised of chalcocite and pyrite with minor amounts of covellite in barite and quartz gangue.  Chip samples across the vein in this shaft contain 7 g/mt gold, 4% copper, and 120 g/mt silver over a width of 1.5 meters.  Wall rock to the veins in the shaft is pervasively pyrite-sericite-altered diorite with minor veinlets of quartz-pyrite with minor chalcocite and relic chalcopyrite.  SAMEX is currently mapping and sampling the entire vein swarm as part of an evaluation to determining if the vein swarm at depth might comprise a very large, bulk-tonnage target of low-grade gold-copper mineralization hosted by major and minor gold-bearing, copper-sulfide veins and stockwork-veinleted, altered intrusive wallrock.



Target IV - Target IV is a gold-bearing, iron-oxide cemented breccia body cross-cutting the contact between limestone and diorite rocks.  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.  SAMEX is seeking to acquire an additional concession adjacent to this area.



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.  SAMEX 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.



Target V - Target V is a barite vein system hosted in andesite and volcaniclastic rocks.  The system is +700 meters long and nearly 300 meters wide.  Historical 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



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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.



The Los Zorros project contains many large-sized gold and copper-gold targets on a single property holding and thus represents a very important, strategic opportunity for the Company.  The prospect is geologically well-situated within a highly prospective copper-gold mining belt.  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, the exploration effort to design the first-phase drill program is still in progress and 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 unexplored portions of the property remains strong.  The exploration program at Los Zorros is being conducted by three senior geologists and a support staff of six working out of the Company's field office in Copiapo, Chile.



We hold an interest in approximately 4,964 hectares of mineral concessions in the Los Zorros district of which 1,464 hectares cover exploitation concessions, and 3,500 hectares cover exploration concessions.  We have acquired our interest in these mineral concessions by a combination of: staking (3,500 hectares), by purchase at government auction (35 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 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 Compania 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;

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.



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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;



(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.   In the case of an exploitation concession the annual patent fee is 2,950.2 Chilean Pesos per hectare (calculated as one tenth (1/10th) of a Monthly Tax Unit ("M.T.U.") which is 29,502 Chilean Pesos x 0.1 = 2,950.2 Chilean Pesos) which is about US$5 per hectare of exploitation concession.  In the case of an exploration concession the annual patent fee is 590.04 Chilean Pesos per hectare (calculated as one fiftieth (1/50th) of a Monthly Tax Unit ("M.T.U.") which is 29,502 Chilean Pesos x 0.02 = 590.04 Chilean Pesos) which is about US$1 per hectare of exploration concession.





ESKAPA PROPERTY



We, through our Bolivian subsidiary, EMIBOL S.A., hold 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.  We have expended over a million dollars on exploring the Eskapa property with cumulative Deferred Exploration Costs since 1995 totaling 1,234,315 at November 30, 2003.



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



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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 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, which has been 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.



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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 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 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.  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 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.





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.



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(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 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.



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 of the Goya I/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.



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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 ($14,124.00), which has been paid;



b)
    during the first year, a payment of US$3.00 per Hectare ($7,062.00), which has been paid;



c)    
during the first year, an additional payment of US$1,000.00/ month to March 1996, which has been paid;



d)   
during the second year, an additional payment of US$2,000.00/ month from April 1996 through March 1997

(which has been paid); and



e)     
a payment due March 1997 of US$100.00 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$1,140,000.00 during the first two years of the agreement, which requirement was fulfilled by March, 1997.



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$500.00 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
and, accordingly, we are now in default of our obligations under the Comibol agreement.   
Comibol has not given notice of default or demanded payment and we are awaiting the outcome of negotiations with Comibol concerning an extension to the term of the Comibol agreement and payment date.  There is no assurance that we will obtain the extension sought on favourable terms or at all.  If we do not obtain an extension or other relief from payment, Comibol may be in a position to unilaterally terminate the Agreement, whereupon we would be liable to forfeit our entire interest in the property.



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 would be needed to advance this target to a drill-ready status.  We have not conducted any exploration on the Santa Isabel property since 1998.   In addition to the $1,551,099 deferred exploration cost written off relative to the Candelaria concession in 1998, a further $2,113,801 of deferred costs were written off in fiscal 2000 due to inactivity on the remainder of the property.



Provided we are able to obtain an extension to our payment 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.



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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).





|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$500.00/ounce and 3% if the price of gold exceeds US$500.00.  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,



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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 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$79,600.00 in option and purchase payments under the Montano Option (dated



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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$50,000.00 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.



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 $550.  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, 2003 and November 30, 2002 compared to the prior year.  The discussion should be read in conjunction with the consolidated financial statements and related notes included elsewhere in 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 11 to our consolidated financial statements for the year ended November 30, 2003.



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



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(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;

(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.

Accounting Policies



We have adopted a number of accounting policies and made a number of assumptions and estimates in



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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 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, we would then abandon such property or properties, and 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



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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 9(c) 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.  Due to this change in accounting policy,
"Stock-Based Compensation" expenses of $408,400 in the Consolidated Statement of Operations and Deficit were recorded in the year ending November 30, 2003, whereas no expense was recorded in this category for prior years.





Operating results

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



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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 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.



Fiscal Year Ended November 30, 2002 compared to Fiscal Year Ended November 30, 2001

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 the year ended November 30, 2002 totaled $432,388 compared to $838,188 in 2001.  The $432,388 includes $100,000 of re-acquisition costs related to the buy-back of a 40% interest in the Eskapa property for $50,000 cash and the issuance of 200,000 shares at a deemed price of $0.25 per share.



We do not have any mineral properties in production and, therefore, did not generate any material revenue from operations during the year ended November 30, 2002.  Losses over past years are a reflection of our ongoing expenditures on our mineral properties which are all currently in the exploration stage.  Due to the net loss, our continuation is dependent upon our ability to attain profitable operations and generate cash flow therefrom and/or to raise equity capital through the sale of our securities and exercise of warrants, or secure additional exploration funding through option or joint venture agreements on our mineral properties; or through the sale of capital assets, mineral properties, or royalty interests.  In order to obtain financing sufficient to continue operations, we will continue to seek private placement funding, and/or exploration funding for our properties.



We realized a net loss of $586,796 for the year ended November 30, 2002 or $0.01 per share compared to a net loss in 2001 of $1,016,564 or $0.03 per share.  Costs related to
"Property Claims" (annual patent fees to maintain properties) were written off on the El Desierto ($5,681), Wara Wara ($5,761), Walter ($1,353), and Yaretani ($3,389) properties since no current exploration is being conducted on these properties.  At the 2002 year-end, these properties were written down to a nominal value of $1,000 each until exploration activity is resumed on the property.  Our assets categorized in the financial statements as
"Mineral Interests and Deferred Exploration Costs" increased to $1,219,437 at November 30, 2002 from $1,011,907 at November 30, 2001.



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, 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



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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 fiscal 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.



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 a total 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 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 proceeds of $343,600

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

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

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



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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.



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 interests other than the payment of periodic patent and other government fees.  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.



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.



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.  Based on management's analysis of market fundamentals including anticipated supply and demand for precious metals as indicated in publicly available reports and information, we anticipate that the



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price of gold, silver and other metals will continue to strengthen during the next 12 months 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 Risk Factors
"The prices of precious metal and base metal directly impact on our profitability".



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, which are described elsewhere herein.



Table of Contractual Obligations



The following table summarizes our contractual obligations as of November 30, 2003, and the effect these obligations are expected to have on our liquidity and cash flows in future periods.



|Contractual
Obligations                                 | Payments Due By Period
|------------------------------------------------------- | ----------------------
|                                                        | Total                 
|Option Payments -
Hochschild Option (1)
Advance Royalty | US$200,000            
|Capital  (Finances)
Lease Obligations                   | NIL                   
|Operating Lease
Obligations                             | NIL                   
|Purchase Obligations
Equipment                          | NIL                   
|Other Long-term
Liabilities                             | NIL                   
|Total Contractual
Obligations and
Commitments           | US$200,000            



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



Employees, Salaries, Payment to Related Party - 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.





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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 as at April 5
, 2004
..  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.





|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, 42
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, 63
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, 53
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                        
|Patricio G. Kyllmann, 52
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, 47
West Vancouver, British Columbia
Director                                                      | Barrister and Solicitor with Leschert & Company Law Corporation                                                                           | N/A                                            | November 3, 1995                     
|Larry D. McLean, 54
Abbotsford, British Columbia
Vice President - Operations and Director
(husband of Brenda McLean) | Our Operations/Administration Manager from November 1995 to present                                                                       | November 3, 1995                               | November 3, 1995                     
|Brenda McLean, 52
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 $343,663 for the fiscal year ended November 30, 2003 including salaries of $84,000 to Jeffrey Dahl, our President, and $123,636 to Robert Kell, our Vice President-Exploration.  Subsequent to the 2003 fiscal year end, 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:





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|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  





Stock Options Granted
- On November 17, 2003, stock options were granted to directors and officers of the Company for the purchase of 590,000 shares at a price of $1.00 per share until expiry November 17, 2008.  Any shares issued on the exercise of the director/officer's options are subject to a four-month hold period until March 17, 2004



Subsequent to the 2003 fiscal year end, 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 us $45,542 for legal services during the fiscal year ended November 30, 2003.



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 Meeting held on May 22, 2003, the shareholders passed an ordinary resolution approving a
"rolling" stock option plan.  Under the terms 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 2003 we granted stock options under the Company's Stock Option Plan on a total of 745,000 shares as follows: on August 13, 2003, stock options were granted to a consultant of the Company for the purchase of 50,000 shares at a price of $0.40 per share until expiry August 13, 2008.  On October 15, 2003, stock options were granted to two consultants of the Company for the purchase of 105,000 shares at a price of $0.63 per share until expiry October 15, 2008.  On November 17, 2003, stock options were granted to directors and officers of the Company for the purchase of 590,000 shares at a price of $1.00 per share until expiry November 17, 2008.  During fiscal 2003, stock options were exercised for the purchase of a total of 385,000 shares.  Of that total, 300,000 shares were purchased by directors/officers of the



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Company.



Subsequent to fiscal year 2003, 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.  Subsequent to fiscal 2003, stock options were exercised for the purchase of a total of 400,000 shares.  Of that total, 350,000 shares were purchased by directors/officers of the Company.



As a result, as of April 28, 2004, there were 4,555,000 options outstanding with expiry dates as shown in the table below.  They consist of options to purchase an aggregate of 3,440,000 common shares granted to our directors and/or officers and options to purchase an aggregate of 1,115,000 common shares granted to our employees or consultants as follows:





|Optionee            | Date of Option                                             | # of Shares                     | Price                   | Expiry Date                                               
|------------------- | ---------------------------------------------------------- | ------------------------------- | ----------------------- | ----------------------------------------------------------
|Jeffrey Dahl        | April 19, 2000
March 19, 2002
Sept. 12, 2002
Nov. 17, 2003 | 300,000
150,000
100,000
125,000 | $0.40
$0.20
$0.20
$1.00 | April 19, 2005
March 19, 2007
Sept. 12, 2007
Nov. 17, 2008
|Peter Dahl          | April 19, 2000
March 19, 2002
Nov. 17, 2003                | 300,000
100,000
75,000          | $0.40
$0.20
$1.00       | April 19, 2005
March 19, 2007
Nov. 17, 2008               
|Robert Kell         | April 19, 2000
March 19, 2002
Nov. 17, 2003                | 300,000
200,000
125,000         | $0.40
$0.20
$1.00       | April 19, 2005
March 19, 2007
Nov. 17, 2008               
|Larry McLean        | April 19, 2000
March 19, 2002
Nov. 17, 2003                | 300,000
200,000
125,000         | $0.40
$0.20
$1.00       | April 19, 2005
March 19, 2007
Nov. 17, 2008               
|Allen Leschert      | April 19, 2000
March 19, 2002
Nov. 17, 2003                | 300,000
100,000
50,000          | $0.40
$0.20
$1.00       | April 19, 2005
March 19, 2007
Nov. 17, 2008               
|Patricio Kyllmann   | April 19, 2000
Nov. 17, 2003                               | 250,000
50,000                  | $0.40
$1.00             | April 19, 2005
Nov. 17, 2008                              
|Brenda McLean       | April 19, 2000
March 19, 2002
Nov. 17, 2003                | 150,000
100,000
40,000          | $0.40
$0.20
$1.00       | April 19, 2005
March 19, 2007
Nov. 17, 2008               
|Richard Hughes      | April 19, 2000                                             | 100,000                         | $0.40                   | April 19, 2005                                            
|Hisao Fujita        | April 19, 2000                                             | 70,000                          | $0.40                   | April 19, 2005                                            
|Philip Southam      | April 19, 2000
Oct. 15, 2003
Feb 3, 2004                   | 15,000
30,000
55,000            | $0.40
$0.63
$1.00       | April 19, 2005
Oct. 15, 2008
Feb. 3, 2009                 
|David Montano       | April 19, 2000                                             | 50,000                          | $0.40                   | April 19, 2005                                            
|Mario Barrigan      | April 19, 2000                                             | 30,000                          | $0.40                   | April 19, 2005                                            
|Victor Flores       | April 19, 2000                                             | 10,000                          | $0.40                   | April 19, 2005                                            
|Bill Murphy         | March 19, 2002                                             | 100,000                         | $0.20                   | March 19, 2007                                            
|Linda Dahl          | March 19, 2002                                             | 30,000                          | $0.20                   | March 19, 2007                                            
|Stephen Scammell    | Sept. 12, 2002                                             | 75,000                          | $0.20                   | Sept. 12, 2007                                            
|Geosupply Servicios | Sept. 12, 2002                                             | 100,000                         | $0.20                   | Sept. 12, 2007                                            
|Francisco Vergara   | Nov. 12, 2002
Aug. 13, 2003                                | 50,000
50,000                   | $0.20
$0.40             | Nov. 12, 2007
Aug. 13, 2008                               
|James Baughman      | Oct. 15, 2003
Feb 3, 2004                                  | 75,000
75,000                   | $0.63
$1.00             | Oct. 15, 2008
Feb. 3, 2009                                
|Dale Dobson         | Feb 3, 2004                                                | 50,000                          | $1.00                   | Feb. 3, 2009                                              
|Leopoldo Martinez   | Feb 3, 2004                                                | 50,000                          | $1.00                   | Feb. 3, 2009                                              
|Manuel Avalos       | Feb 3, 2004                                                | 50,000                          | $1.00                   | Feb. 3, 2009                                              
|Jorge Humphreys     | Feb 3, 2004                                                | 25,000                          | $1.00                   | Feb. 3, 2009                                              

|Jean Nicholl                    | Feb 3, 2004 | 25,000 | $1.00 | Feb. 3, 2009
|------------------------------- | ----------- | ------ | ----- | ------------
|TOTAL OPTIONS at April 28, 2004 | 4,555,000   |        |      



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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.



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's primary function is to review the annual audited financial statements with the Company's auditor prior to presentation to the Board.  The audit committee also reviews the Company's interim un-audited quarterly financial statements prior to finalization and publication.



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.



Employees.

As of April 28, 2004, we had 13 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 2003 were involved in exploration on our mineral prospects in Chile.  None of our employees are represented by unions or covered by collective bargaining agreement.





|Fiscal Year ending | Category of Activity  | Number Employees per Category and Total at Fiscal Year End
|------------------ | --------------------- | ----------------------------------------------------------
|November 30, 2003  | Exploration           | 6                                                         
|                   | Administrative/Office | 4                                                         
|                   | Total:                | 10                                                        
|November 30, 2002  | Exploration           | 1                                                         
|                   | Administrative/Office | 4                                                         
|                   | Total:                | 5                                                         
|November 30, 2001  | Exploration           | 1                                                         
|                   | Administrative/Office | 3                                                         
|                   |                       | 4                                                         





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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 2, 2004 which was the record date for the determination of shareholders entitled to vote at our Annual General Meeting to be held May 20, 2004.  There were 63,785,098 common shares issued and outstanding as of the record date, April 2, 2004.



|Name and Position                                                                  | Number of Shares of SAMEX Owned | Percentage of Shares Owned at April 2, 2004 | Incentive Stock Options Owned  
|---------------------------------------------------------------------------------- | ------------------------------- | ------------------------------------------- | -------------------------------
|                                                                                   |                                 |                                             | Number of Shares under Option  
|Jeffrey P. Dahl
President and Chief Executive Officer/Director                     | 375,000                         | 0.59%                                       | 300,000
150,000
100,000
125,000
|Peter J. Dahl
Chairman/Director                                                    | 537,100                         | 0.85%                                       | 300,000
100,000
75,000         
|Robert E. Kell
Vice President Exploration /
Director                               | 440,000                         | 0.69%                                       | 300,000
200,000
125,000        
|Larry D. McLean
Vice President
- Operations and Chief Financial Officer /
Director | 355,525                         | 0.56%                                       | 300,000
200,000
125,000        
|Allen D. Leschert
Director                                                         | 232,912                         | 0.37%                                       | 300,000
100,000
50,000         
|Patricio G. Kyllmann
Director                                                      | 84,700                          | 0.14%                                       | 350,000
50,000                 
|Brenda McLean
Corporate Secretary                                                  | 233,975                         | 0.37%                                       | 150,000
100,000
40,000         



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 2
, 2004
, 63,785,098
 common shares of the Company were issued and outstanding.  We had 75
shareholders of record with addresses in the United States holding an aggregate of 9,109,363
 common shares representing 14.28
% 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 2
, 2004.

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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, 2003
 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 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:



On November 17, 2003, stock options were granted to directors and officers of the Company for the purchase of 590,000 shares at a price of $1.00 per share until expiry November 17, 2008 as follows:



|Name / Position                                         | Date of Option | # of Shares | Price/Share | Expiry Date  
|------------------------------------------------------- | -------------- | ----------- | ----------- | -------------
|Jeffrey Dahl
Director, President, CEO                   | Nov. 17, 2003  | 125,000     | $1.00       | Nov. 17, 2008
|Peter Dahl
Director and Chairman                        | Nov. 17, 2003  | 75,000      | $1.00       | Nov. 17, 2008
|Robert Kell
Director, Vice President - Exploration      | Nov. 17, 2003  | 125,000     | $1.00       | Nov. 17, 2008
|Larry McLean
Director, Vice President
- Operations, CFO | Nov. 17, 2003  | 125,000     | $1.00       | Nov. 17, 2008
|Allen Leschert
Director                                 | Nov. 17, 2003  | 50,000      | $1.00       | Nov. 17, 2008
|Patricio Kyllmann
Director                              | Nov. 17, 2003  | 50,000      | $1.00       | Nov. 17, 2008
|Brenda McLean
Corporate Secretary                       | Nov. 17, 2003  | 40,000      | $1.00       | Nov. 17, 2008





Stock Options were exercised by Related Parties as follows:



|Name / Position                                                         | Date of
Stock Option
Exercise | Number of Shares
Exercised | Price/Share | Total Cost
|----------------------------------------------------------------------- | ----------------------------- | -------------------------- | ----------- | ----------
|Linda Dahl,
Consultant - wife of Jeffrey Dahl, Director, President, CEO | Jan 16, 2003                  | 10,000                     | $0.20       | $2,000    
|Jeffrey Dahl
Director, President, CEO                                   | Aug 13, 2003                  | 50,000                     | $0.20       | $10,000   
|Patricio Kyllmann
Director                                              | Aug 26, 2003                  | 100,000                    | $0.20       | $20,000   
|Linda Dahl,
Consultant - wife of Jeffrey Dahl, Director, President, CEO | Oct 27, 2003                  | 10,000                     | $0.20       | $2,000    
|Patricio Kyllmann
Director                                              | Nov 13, 2003                  | 50,000                     | $0.20       | $10,000   
|Allen Leschert
Director                                                 | Nov 25, 2003                  | 100,000                    | $0.20       | $20,000   



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|Patricio Kyllmann
Director       | Dec 9, 2003  | 50,000  | $0.20 | $10,000
|-------------------------------- | ------------ | ------- | ----- | -------
|Peter Dahl
Director and Chairman | Dec 10, 2003 | 100,000 | $0.20 | $20,000
|Patricio Kyllmann
Director       | Feb 26, 2004 | 100,000 | $0.40 | $40,000
|Patricio Kyllmann
Director       | Apr 8, 2004  | 100,000 | $0.40 | $40,000





Warrants were exercised by Related Parties as follows:



|Name / Position                                                             | Date of
Warrant
Exercise | Number of Shares
Exercised | Price/Share | Total Cost
|--------------------------------------------------------------------------- | ------------------------ | -------------------------- | ----------- | ----------
|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    
|Peter Dahl
Chairman & Director                                              | Oct. 10, 2003            | 150,000                    | $0.10       | $15,000   
|Melanie Dahl  - daughter-in-law of Peter Dahl, Chairman, Director           | Oct. 23, 2003            | 15,000                     | $0.12       | $1,800    
|Peter Dahl
Chairman & Director                                              | Feb.9, 2004              | 40,000                     | $0.25       | $10,000   
|Cindy Dahl  - daughter-in-law of Peter Dahl, Chairman & Director            | Feb. 11, 2004            | 40,000                     | $0.25       | $10,000   
|Jeffrey Dahl
Director, President, Chief Executive Officer                   | Feb. 19, 2004            | 25,000                     | $0.40       | $10,000   
|Melanie Dahl  - daughter-in-law of Peter Dahl, Chairman, Director           | Feb. 25, 2004            | 40,000                     | $0.25       | $10,000   
|Jeffrey Dahl
Director, President, Chief Executive Officer                   | Mar 31, 2004             | 25,000                     | $0.40       | $10,000   
|Linda Dahl, Consultant - wife of Jeffrey Dahl, Director, President, CEO     | Apr 2, 2004              | 5,000                      | $0.40       | $2,000    



Private Placement #27
- 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:





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|Name and
      Position | Number of Units Purchased
|----------------------- | -------------------------

|Jeffrey P. Dahl
      - President & Director                      | 100,000
|----------------------------------------------------------------- | -------
|Linda Dahl - wife of Jeffrey Dahl, President & Director           | 10,000 
|Peter J. Dahl - Chairman & Director                               | 185,000
|Cindy Dahl - daughter-in-law of Peter Dahl, Chairman & Director   | 45,000 
|Melanie Dahl - daughter-in-law of Peter Dahl, Chairman & Director | 45,000 
|Lisa Dahl - daughter-in-law of Peter Dahl, Chairman & Director    | 24,000 
|Allen Leschert - Director                                         | 110,000
|Robert Kell
    - Director & Vice President - Exploration         | 200,000



Private Placement #28
- 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:





|Name and Position                                                    | Number of Units Purchased
|-------------------------------------------------------------------- | -------------------------
|Heidi Dahl
    - wife of Peter Dahl - Chairman & Director            | 20,000                   
|John Michael Dahl
    - son of Peter Dahl - Chairman & Director      | 20,000                   
|Lisa Dahl - daughter-in-law of Peter Dahl, Chairman & Director       | 10,000                   
|Melanie Dahl - daughter-in-law of Peter Dahl, Chairman & Director    | 20,000                   
|Walter & Alida Dahl
    - brother of Peter Dahl, Chairman & Director | 20,000                   
|Linda Dahl - wife of Jeffrey Dahl, President & Director              | 50,000                   



Subsequent to the 2003 fiscal year end, 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.  See Item 6.
"Compensation".



Subsequent to the 2003 fiscal year end, 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 $45,542 during the fiscal year ended November 30, 2003.



For information on transactions for Related Parties during our fiscal year ended November 30, 2002 and 2001, respectively, see our annual reports on Form 20-F for those periods.



Other than disclosed above, no Related Party is or has been indebted to us or our subsidiaries since November 30, 2003.  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.



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, 2003
 and November 30, 2002
, and the consolidated statements of operations and deficit and cash flows for each of the years in the three-year period ended November 30, 2003
 together with related notes and schedules and the report of our Auditor.  See Item 17 Financial Statements.



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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 2004 (Monthly) |              |            
|March, 2004                   | 1.33         | 0.96       
|February, 2004                | 1.40         | 0.91       
|January, 2004                 | 1.47         | 0.86       
|December, 2003                | 1.65         | 1.00       
|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       
|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 April 28, 2004 was CDN$0.88.



Plan of distribution.

Not Applicable.

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Markets.

Our Common Shares are quoted in Canada on the TSX Venture Exchange (formerly known as the Canadian Venture Exchange Inc.), 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 amended
and 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 will contains 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. The Notice of Articles will replace our existing Memorandum and will take effect on the date it is filed with the Registrar;

(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; 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.



Memorandum and articles of association.

Our memorandum and articles of association are 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 memorandum and articles of association do not contain any limitations on our objects or purposes.



The following is a summary of certain provisions of our memorandum and articles of association:



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

Our articles of association 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 of association 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 of association 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 of association do not require directors to retire prior to a specified age.



Number Of Shares Required For A Director's Qualification

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



Changes In Our Capital

Our articles of association 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



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shares, into shares of smaller amount than is fixed by our memorandum of association, 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 of association.



Our articles of association 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 memorandum or articles of association, 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 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 of association. 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.



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Limitations On The Rights To Own Securities

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



Shareholder Ownership Disclosure

Our articles of association 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.

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;



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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:





8.
Letter Agreement dated May 3, 2002 between Christopher Dyakowski and us concerning

anoption 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.



9.   
Form of Stock Option Agreement dated September 12, 2002 between us and a director/officer.



10.    
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.



11.
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.





Page 55 of 127



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12.
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.



13.
Stock Option Plan approved by our shareholders on May 23, 2003.



14.
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



15.
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 )



16.    
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)



17.    
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.



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.



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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 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 2004
, the Threshold was determined to be $237
,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 SAMEX Mining Corp. (in this section only, the
"Company").



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 of the Company (the
"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.





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Scope of this Disclosure





Authorities



This summary is based on the Internal Revenue Code of 1986, as amended (the
"Code"), Treasury Regulations, published Internal Revenue Service ("IRS") rulings, 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 as of the date of this registration statement.  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 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



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 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 or that are broker-dealers or dealers in securities; (c) U.S. Holders that have a
"functional currency" other than the U.S. dollar; (d) U.S. Holders that are subject to the alternative minimum tax provisions of the Code; (e) 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; (f) U.S. Holders that acquired Common Shares through the exercise of employee stock options or otherwise as compensation for services; (g) U.S. Holders that are partners of partnerships or that are owners of other entities classified as partnerships or
"pass-through" entities for U.S. federal income tax purposes; and (h) U.S. Holders that hold Common Shares other than as a capital asset within the meaning of Section 1221 of the Code.  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.



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



This summary does not address the U.S. state and local 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 local and foreign tax consequences of the acquisition, ownership, and disposition of Common Shares.  (See
"Taxation



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Canadian Federal Income Tax Considerations" below).



Treaty Application to Certain Individual U.S. Holders



Individual U.S. Holders who do not maintain a substantial presence, permanent home, or habitual abode in the U.S., or whose personal and economic relations are not closer to the U.S. than to any other country (other than Canada), may be unable to benefit from the provisions of the Canada-U.S. Tax Convention.  An individual U.S. Holder described immediately above should consult its own financial advisor, legal counsel, or accountant regarding the availability of benefits under the Canada-U.S. Tax Convention.



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
"foreign personal holding company," a "foreign investment company," or a "passive foreign investment company" (each as defined below) for the taxable year during which the Company pays a dividend or for the preceding taxable year.



No assurance can be given that the Company will be a QFC because, although the Company believes that it is not a
"passive foreign investment company," there can be no assurance that the IRS will not challenge the determination made by the Company concerning its
"passive foreign investment company" status or that the Company will not be a "passive foreign investment company" for the current or any future taxable year (See more detailed discussion at
"Additional Rules that May Apply to U.S. HoldersPassive Foreign Investment Company" below).



If the Company is not a QFC, a dividend paid by the Company to 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 in foreign currency generally will be equal to the U.S. dollar value, based on the exchange rate, of such distribution 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).  However, an individual U.S. Holder whose realized gain does not exceed $200 will not recognize such gain to the extent that there are no expenses associated with the transaction that meet the requirements for deductibility as a trade or business expense or as an expense for the production of income.



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 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.



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 $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 or other foreign income tax with respect to 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 or other foreign 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," "shipping income," and certain other categories of income).  Dividends paid by the Company generally will constitute
"foreign source" income and generally will be classified as "passive income" or, in the case of certain U.S. Holders,
"financial services income."  In addition, a U.S. Holder that is a corporation and that owns 10% or more of the voting stock of the Company may, subject to complex limitations, be entitled to an
"indirect" foreign tax credit under Section 902 of the Code with respect to dividends paid by the Company.  The foreign tax credit rules are complex, and each U.S. Holder should



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consult its own financial advisor, legal counsel, or accountant regarding the foreign tax credit rules.



Information Reporting; Backup Withholding



Payments made within the U.S. of dividends on, and proceeds arising from the sale or other taxable disposition of, Common Shares generally will subject to information reporting and backup withholding, 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, 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.  However, U.S. Holders that are corporations generally are excluded from these information reporting and backup withholding 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 rules.



Additional Rules that May Apply to U.S. Holders



If the Company is a
"foreign personal holding company," a "foreign investment company," 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.



Foreign Personal Holding Company



The Company generally will be a
"foreign personal holding company" under Section 552 of the Code (a "FPHC") if (a) at any time during a taxable year, 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 five or fewer individuals who are citizens or residents of the U.S. and (b) 60% (or 50% in certain cases) or more of the gross income of the Company for such taxable year is foreign personal holding company income.  "Foreign personal holding company 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.



If the Company is a FPHC, a U.S. Holder generally will be required to include in gross income such U.S. Holder's allocable portion of the  "undistributed foreign personal holding company income" (as defined in Section 556 of the Code) of the Company.  The Company does not believe that it has previously been, or currently is, a FPHC.  However, there can be no assurance that the Company will not be a FPHC for the current or any future taxable year.



Foreign Investment Company



The Company generally will be a
"foreign investment company" under Section 1246 of the Code (a "FIC") if (a) 50% or more 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) and (b) the Company is engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interest in securities or commodities.



If the Company is a FIC, all or part of any gain recognized by a U.S. Holder on the sale or other taxable disposition of Common Shares will be treated as ordinary income rather than as capital gain.  The Company does not believe that it has previously been, or currently is, a FIC.  However, there can be no assurance that the Company will not be a FIC for the current or any future taxable year.



Controlled Foreign Corporation



The Company generally will be a
"controlled foreign corporation" under Section 957 of the Code (a



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



Passive Foreign Investment Company



The Company generally will be a
"passive foreign investment company" under Section 1297 of the Code (a "PFIC") if, in 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.  However, gains arising from the sale of commodities generally are excluded from passive income if (a) a foreign corporation holds the commodities directly (and not through an agent or independent contractor) as inventory or similar property or as dealer property, (b) such foreign corporation incurs substantial expenses related to the production, processing, transportation, handling, or storage of the commodities, and (c) gross receipts from sales of commodities that satisfy the requirements of clauses (a) and (b) constitute at least 85% of the total gross receipts of such foreign corporation.



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



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 generally will be required to



Under Section 1291 of the Code, any gain recognized on the sale or other taxable disposition of Common Shares, and any
"excess distribution" (as defined in Section 1291(b) of the Code) paid on the Common Shares, must be ratably allocated to each day in a Non-Electing U.S. Holder's holding period for the



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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 generally 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.



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 generally 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.  A U.S. Holder that makes a QEF Election will be 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.



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.  A U.S. Holder may make a Mark-to-Market Election only if the Common Shares are
"marketable stock" (as defined in Section 1296(e) of the Code).  A U.S. Holder that makes a Mark-to-Market Election will include in gross 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, subject to certain limitations, be allowed a deduction in an amount equal to the excess, if any, of (a) such U.S. Holder's adjusted tax basis in the Common Shares over (b) the fair market value of such Common Shares as of the close of such taxable year.



The Company believes that it was a PFIC for the taxable year ended November 30, 2003 and expects that it will be a PFIC for the taxable year ending November 30, 2004.  There can be no assurance, however, that the IRS will not challenge the determination made by the Company concerning its PFIC status or that the Company will not be a PFIC for the current or any future taxable year.





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, holds his common shares as capital property and deals at arm's length with the Company and is restricted to such circumstances.

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



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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 can be used cannot be used to reduce all taxable income (only that portion of taxable income derived from a capital gain).

A capital gain occurs when proceeds from the disposition of a share of 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.



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.



Page 64 of 127



---







Subsidiary Information.

As of April 5,
 2004
, 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 D
ollars, 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

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



Page 65 of 127



---





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 in the Company's internal
controls or in
other factors that
 could significantly affect these disclosure
controls and procedures during the fiscal year, including any significant deficiencies or material weaknesses of internal controls that would require corrective action.



ITEM 16.

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.



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 our operations and the number of our employees expands and will consider whether we ought to adopt a formal code of ethics at a future date



Item 16C  Principal Accountant Fees and Services



Audit Fees



The aggregated fees billed by our principal accountant, Steele & Co., Chartered Accountants, for professional services rendered during the past two fiscal years for the audit of our annual financial statements or services that are normally provide by our accountant in connection with statutory and regulatory filings or engagements during those fiscal years are CDN$10,000 for the year ending November 30, 2003 and CDN$10,200 for the year ending November 30, 2002.



Audit-Related Fees



Our principal accountant, Steele & Co., Chartered Accountants, did not bill 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 aggregated of fees billed by our principal accountant, Steele & Co., Chartered Accountants, for tax compliance, tax advice and tax planning rendered during the past two fiscal years were CDN$750 for the



Page 66 of 127



---





year ending November 30, 2003 and CDN$750 for the year ending November 30, 2002.  These fees related to the preparation of all necessary Canadian tax returns for the Company and its subsidiaries.



All Other Fees



Our principal accountant, Steele & Co., Chartered Accountants, did not bill us for any products and services provided during the past two fiscal years other than services reported under the captions
"Audit Fees", "Audit-Related Fees" and "Tax Fees" above.



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 17. FINANCIAL STATEMENTS.

We are furnishing the following financial statements and reports:

Auditor's Report dated March 4, 2004

Consolidated Balance Sheets at November 30, 2003
 and November 30, 2002

Consolidated Statements of Operations and Deficit for the years ended November 30, 2003
, November 30, 2002
 and November 30, 2001

Consolidated Statements of Mineral Interests and Deferred Exploration Costs for the years ended November 30, 2003
, November 30, 2002
 and November 30, 2001

Consolidated Statements of Cash Flow for the years ended November 30, 2003
, November 30, 2002
 and November 30, 2001

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 11
 to the attached consolidated
 financial statements.



Page 67 of 127





---













SAMEX MINING CORP.

(A DEVELOPMENT STAGE COMPANY)



CONSOLIDATED FINANCIAL STATEMENTS



NOVEMBER 30, 2003



(EXPRESSED IN CANADIAN DOLLARS)





---

STEELE &
CO.*

CHARTERED ACCOUNTANTS

*Representing incorporated professionals





SUITE 808

TELEPHONE:

(604) 687-8808

808 WEST HASTINGS STREET

TELEFAX:

(604) 687-2702

VANCOUVER, B.C., CANADA V6C 1C8

EMAIL:

email@steele-co.ca







AUDITORS' REPORT



To the Shareholders

of Samex Mining Corp.





We have audited the consolidated balance sheets of Samex Mining Corp. (a development stage company) as at November 30, 2003 and 2002 and the consolidated statements of operations and deficit, mineral interests and deferred exploration costs and cash flow for the years ended November 30, 2003, 2002 and 2001 and cumulative to November 30, 2003.  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 audits in accordance with Canadian and United States generally accepted auditing standards.  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 consolidated financial statements present fairly, in all material respects, the financial position of the company as at November 30, 2003 and 2002 and the results of its operations and cash flow for each of the years in the three-year period ended November 30, 2003 and cumulative to November 30, 2003 in accordance with Canadian generally accepted accounting principles consistently applied.









Vancouver, Canada

March 4, 2004

"STEELE & CO."

CHARTERED ACCOUNTANTS









COMMENTS BY AUDITOR FOR U.S. READERS

ON CANADA-U.S. REPORTING DIFFERENCE





In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events that cast substantial doubt on the company's ability to continue as a going concern, such as those described in Note 2 to the financial statements. Our report to the shareholders dated March 4, 2004 is expressed in accordance with Canadian reporting standards which do not permit a reference to such events and conditions in the auditors' report when these are adequately disclosed in the financial statements.











Vancouver, Canada

March 4, 2004

"STEELE & CO."

CHARTERED ACCOUNTANTS



Page 69 of 127

---





SAMEX MINING CORP.

(A DEVELOPMENT STAGE COMPANY)



CONSOLIDATED BALANCE SHEETS - (EXPRESSED IN CANADIAN DOLLARS)





|                                                                                                                                                         |  | NOVEMBER 30,
|-------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------
|                                                                                                                                                         |  |             
|                                                                                                                                                         |  |             
|ASSETS                                                                                                                                                   |  |             
|                                                                                                                                                         |  |             
|CURRENT                                                                                                                                                  |  |             
|CASH (NOTE 3)                                                                                                                                            |  | $           
|                                                                                                                                                         |  |             
|MINERAL INTERESTS AND DEFERRED
EXPLORATION COSTS (NOTE 4)                                                                                                |  |             
|EQUIPMENT (NOTE 5)                                                                                                                                       |  |             
|                                                                                                                                                         |  |             
|                                                                                                                                                         |  | $           
|                                                                                                                                                         |  |             
|LIABILITIES                                                                                                                                              |  |             
|                                                                                                                                                         |  |             
|CURRENT                                                                                                                                                  |  |             
|ACCOUNTS PAYABLE                                                                                                                                         |  | $           
|ACCOUNTS PAYABLE
    - RELATED PARTIES                                                                                                                   |  |             
|CURRENT PORTION OF NOTES PAYABLE (NOTE 6)                                                                                                                |  |             
|                                                                                                                                                         |  |             
|                                                                                                                                                         |  |             
|                                                                                                                                                         |  |             
|SHAREHOLDERS' EQUITY                                                                                                                                     |  |             
|                                                                                                                                                         |  |             
|SHARE CAPITAL (NOTE 9)                                                                                                                                   |  |             
|AUTHORIZED                                                                                                                                               |  |             
|100,000,000 COMMON SHARES
    WITHOUT PAR VALUE                                                                                                          |  |             
|50,000,000 PREFERRED SHARES (THE
    RIGHTS, PRIVILEGES,
RESTRICTIONS AND CONDITIONS ARE TO BE ESTABLISHED
BY DIRECTORS' RESOLUTION PRIOR TO EACH ISSUE) |  |             
|                                                                                                                                                         |  |             
|ISSUED                                                                                                                                                   |  |             
|62,671,848 COMMON SHARES                                                                                                                                 |  |             
|(2002
    - 48,823,181 COMMON SHARES)                                                                                                                    |  |             
|                                                                                                                                                         |  |             
|CONTRIBUTED SURPLUS ARISING FROM STOCK-BASED
COMPENSATION (NOTE 9)                                                                                       |  |             
|                                                                                                                                                         |  |             
|DEFICIT                                                                                                                                                  |  |             
|                                                                                                                                                         |  |             
|                                                                                                                                                         |  |             
|                                                                                                                                                         |  |             
|                                                                                                                                                         |  | $           

APPROVED BY THE DIRECTORS



"Larry McLean"



"Jeffrey Dahl"



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



Page
70 of 127



---

SAMEX MINING CORP.

(A DEVELOPMENT STAGE COMPANY)



CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT - (EXPRESSED IN CANADIAN DOLLARS)



|                                                               |  | CUMULATIVE   |            |  |   |                         |  |   |            | 
|-------------------------------------------------------------- |  | ------------ | ---------- |  | - | ----------------------- |  | - | ---------- | 
|                                                               |  |              | TO         |  |   | YEAR ENDED NOVEMBER 30,
|                                                               |  | NOVEMBER 30, |            |  |   |                         |  |   |            | 
|                                                               |  |              | 2003       |  |   | 2003                    |  |   | 2002       | 
|                                                               |  |              |            |  |   |                         |  |   |            | 
|OPERATIONS                                                     |  |              |            |  |   |                         |  |   |            | 
|                                                               |  |              |            |  |   |                         |  |   |            | 
|ACCOUNTING AND AUDIT                                           |  | $            | 125,668    |  | $ | 535                     |  | $ | 15,559     | 
|AMORTIZATION                                                   |  |              | 103,215    |  |   | 11,508                  |  |   | 5,875      | 
|BANK CHARGES AND INTEREST                                      |  |              | (35,582)   |  |   | (23)                    |  |   | 1,176      | 
|CAPITAL TAX                                                    |  |              | 5,835      |  |   | -                       |  |   | -          | 
|CONSULTING                                                     |  |              | 118,249    |  |   | 3,292                   |  |   | 10,668     | 
|FOREIGN EXCHANGE                                               |  |              | (182,715)  |  |   | 10,227                  |  |   | 1,552      | 
|INTEREST ON NOTES PAYABLE                                      |  |              | 137,580    |  |   | 18,550                  |  |   | 18,833     | 
|LEGAL                                                          |  |              | 516,977    |  |   | 65,640                  |  |   | 28,573     | 
|MINERAL INTERESTS ADMINISTRATION,
INVESTIGATION AND EVALUATION |  |              | 2,857,115  |  |   | 100,748                 |  |   | 150,999    | 
|OFFICE, SUPPLIES AND
MISCELLANEOUS                             |  |              | 751,022    |  |   | 53,871                  |  |   | 47,375     | 
|PRINTING                                                       |  |              | 134,413    |  |   | 7,742                   |  |   | 5,739      | 
|REGULATORY FEES                                                |  |              | 169,420    |  |   | 36,977                  |  |   | 11,289     | 
|SALARIES AND BENEFITS                                          |  |              | 2,248,380  |  |   | 231,605                 |  |   | 239,467    | 
|SHARE TRANSFER AGENT                                           |  |              | 75,262     |  |   | 11,555                  |  |   | 11,028     | 
|STOCK-BASED COMPENSATION                                       |  |              | 408,400    |  |   | 408,400                 |  |   | -          | 
|TRAVEL AND PROMOTION                                           |  |              | 528,705    |  |   | 52,787                  |  |   | 22,479     | 
|                                                               |  |              |            |  |   |                         |  |   |            | 
|NET LOSS FROM OPERATIONS                                       |  |              | 7,961,944  |  |   | 1,013,414               |  |   | 570,612    | 
|                                                               |  |              |            |  |   |                         |  |   |            | 
|GAIN ON SALE OF MARKETABLE
SECURITIES                          |  |              | (8,827)    |  |   | -                       |  |   | -          | 
|                                                               |  |              |            |  |   |                         |  |   |            | 
|MINERAL INTERESTS AND DEFERRED
EXPLORATION COSTS WRITTEN OFF   |  |              | 7,360,260  |  |   | 14,600                  |  |   | 16,184     | 
|                                                               |  |              |            |  |   |                         |  |   |            | 
|NET LOSS FOR THE PERIOD (NOTE 8)                               |  |              | 15,313,377 |  |   | 1,028,014               |  |   | 586,796    | 
|                                                               |  |              |            |  |   |                         |  |   |            | 
|DEFICIT BEGINNING OF THE PERIOD                                |  |              | -          |  |   | 14,285,363              |  |   | 13,698,567 | 
|                                                               |  |              |            |  |   |                         |  |   |            | 
|DEFICIT END OF THE PERIOD                                      |  | $            | 15,313,377 |  | $ | 15,313,377              |  | $ | 14,285,363 | 
|                                                               |  |              |            |  |   |                         |  |   |            | 
|                                                               |  |              |            |  |   |                         |  |   |            | 
|NET LOSS PER COMMON SHARE                                      |  |              |            |  | $ | .02                     |  | $ | .01        | 



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



Page
71 of 127



---

SAMEX MINING CORP.

(A DEVELOPMENT STAGE COMPANY)



CONSOLIDATED STATEMENTS OF MINERAL INTERESTS

AND DEFERRED EXPLORATION COSTS - (EXPRESSED IN CANADIAN DOLLARS)





|                                |  | YEAR ENDED NOVEMBER 30,
|------------------------------- |  | -----------------------
|                                |  |                        
|                                |  |                        
|EXPENDITURES FOR THE PERIOD     |  |                        
|                                |  |                        
|WRITTEN OFF DURING THE PERIOD   |  |                        
|EL DESIERTO
    - BOLIVIA       |  |                        
|WARA WARA
    - BOLIVIA         |  |                        
|WALTER
    - BOLIVIA            |  |                        
|YARETANI
    - BOLIVIA          |  |                        
|ABANDONED PROPERTIES            |  |                        
|BALANCE BEGINNING OF THE PERIOD |  |                        
|                                |  |                        
|BALANCE END OF THE PERIOD       |  |                        
|                                |  |                        
|                                |  |                        
|SUMMARY OF DEFERRED COSTS       |  |                        
|                                |  |                        
|BOLIVIA                         |  |                        
|ESKAPA                          |  |                        
|EL DESIERTO                     |  |                        
|WARA WARA                       |  |                        
|SANTA ISABEL                    |  |                        
|WALTER                          |  |                        
|YARETANI                        |  |                        
|CHILE                           |  |                        
|EL ZORRO                        |  |                        
|UNALLOCATED ADVANCES            |  |                        
|                                |  |                        
|                                |  |                        









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



Page 72 of 127

---

SAMEX MINING CORP.

(A DEVELOPMENT STAGE COMPANY)



CONSOLIDATED STATEMENTS OF MINERAL INTERESTS

AND DEFERRED EXPLORATION COSTS - (EXPRESSED IN CANADIAN DOLLARS)





|                             |  | YEAR ENDED NOVEMBER 30,
|---------------------------- |  | -----------------------
|                             |  |                        
|                             |  |                        
|ESKAPA
    - BOLIVIA         |  |                        
|                             |  |                        
|AMORTIZATION                 |  |                        
|DRILLING AND SUB-CONTRACTS   |  |                        
|FIELD SUPPLIES               |  |                        
|FOOD AND LODGING             |  |                        
|FUEL                         |  |                        
|GEOLOGY, MAPPING AND SURVEYS |  |                        
|LEGAL                        |  |                        
|PROPERTY CLAIMS              |  |                        
|REPAIRS AND MAINTENANCE      |  |                        
|SITE ADMINISTRATION          |  |                        
|TRAVEL                       |  |                        
|RECOVERY OF COSTS            |  |                        
|RE-ACQUISITION OF INTEREST   |  |                        
|                             |  |                        
|                             |  |                        
|                             |  |                        
|EL DESIERTO
    - BOLIVIA    |  |                        
|                             |  |                        
|AMORTIZATION                 |  |                        
|DRILLING AND SUB-CONTRACTS   |  |                        
|FOOD AND LODGING             |  |                        
|FUEL                         |  |                        
|LEGAL                        |  |                        
|PROPERTY CLAIMS              |  |                        
|REPAIRS AND MAINTENANCE      |  |                        
|RECOVERY OF COSTS            |  |                        
|                             |  |                        
|                             |  |                        



|WARA WARA
      - BOLIVIA  |  |  |  |  |   |       |  |   |       |  |   |        
|-------------------------- |  |  |  |  | - | ----- |  | - | ----- |  | - | -------
|                           |  |  |  |  |   |       |  |   |       |  |   |        
|AMORTIZATION               |  |  |  |  |   |       |  |   |       |  |   |        
|DRILLING AND SUB-CONTRACTS |  |  |  |  | $ | -     |  | $ | -     |  | $ | 419    
|FOOD AND LODGING           |  |  |  |  |   | -     |  |   | -     |  |   | 123    
|FUEL                       |  |  |  |  |   | -     |  |   | -     |  |   | 132    
|LEGAL                      |  |  |  |  |   | -     |  |   | -     |  |   | (3,661)
|PROPERTY CLAIMS            |  |  |  |  |   | 5,589 |  |   | 5,761 |  |   | 3,718  
|REPAIRS AND MAINTENANCE    |  |  |  |  |   | -     |  |   | -     |  |   | 4      
|                           |  |  |  |  |   |       |  |   |       |  |   |        
|                           |  |  |  |  | $ | 5,589 |  | $ | 5,761 |  | $ | 735    





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



Page 73 of 127

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SAMEX MINING CORP.

(A DEVELOPMENT STAGE COMPANY)



CONSOLIDATED STATEMENTS OF MINERAL INTERESTS

AND DEFERRED EXPLORATION COSTS - (EXPRESSED IN CANADIAN DOLLARS)



|                                  |  | YEAR ENDED NOVEMBER 30,
|--------------------------------- |  | -----------------------
|                                  |  |                        
|                                  |  |                        
|WALTER
    - BOLIVIA              |  |                        
|                                  |  |                        
|DRILLING AND SUB-CONTRACTS        |  |                        
|PROPERTY CLAIMS                   |  |                        
|                                  |  |                        
|                                  |  |                        
|                                  |  |                        
|YARENTI
    - BOLIVIA             |  |                        
|                                  |  |                        
|DRILLING AND SUB-CONTRACTS        |  |                        
|FOOD AND LODGING                  |  |                        
|FUEL                              |  |                        
|LEGAL                             |  |                        
|PROPERTY CLAIMS                   |  |                        
|REPAIRS AND MAINTENANCE           |  |                        
|                                  |  |                        
|                                  |  |                        
|                                  |  |                        
|EL ZORRO
    - CHILE              |  |                        
|                                  |  |                        
|DRILLING AND SUB-CONTRACTS        |  |                        
|FIELD SUPPLIES                    |  |                        
|FOOD AND LODGING                  |  |                        
|GEOLOGY, MAPPING AND SURVEYS      |  |                        
|MINERAL INTEREST                  |  |                        
|SITE ADMINISTRATION               |  |                        
|TRAVEL                            |  |                        
|                                  |  |                        
|                                  |  |                        
|                                  |  |                        
|ABANDONED PROPERTIES              |  |                        
|                                  |  |                        
|AGUA DE CASTILLA
    - BOLIVIA    |  |                        
|SORA SORA
    - BOLIVIA           |  |                        
|                                  |  |                        
|                                  |  |                        
|                                  |  |                        
|OTHER                             |  |                        
|                                  |  |                        
|EXPLORATION ADVANCES
(RECOVERIES) |  |                        
|                                  |  |                        
|EXPENDITURES FOR THE PERIOD       |  |                        



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



Page 74 of 127

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SAMEX MINING CORP.

(A DEVELOPMENT STAGE COMPANY)



CONSOLIDATED STATEMENTS OF CASH FLOW - (EXPRESSED IN CANADIAN DOLLARS)



|                                                             |  | CUMULATIVE TO |              |                         |   |             |  |   |           | 
|------------------------------------------------------------ |  | ------------- | ------------ | ----------------------- | - | ----------- |  | - | --------- | 
|                                                             |  | NOVEMBER 30,  |              | YEAR ENDED NOVEMBER 30,
|                                                             |  |               | 2003         |                         |   | 2003        |  |   | 2002      | 
|                                                             |  |               |              |                         |   |             |  |   |           | 
|CASH PROVIDED (USED) BY                                      |  |               |              |                         |   |             |  |   |           | 
|                                                             |  |               |              |                         |   |             |  |   |           | 
|OPERATING ACTIVITIES                                         |  |               |              |                         |   |             |  |   |           | 
|NET LOSS FOR THE PERIOD                                      |  | $             | (15,313,377) |                         | $ | (1,028,014) |  | $ | (586,796) | 
|ADD NON-CASH ITEMS                                           |  |               |              |                         |   |             |  |   |           | 
|COMMON SHARES
- FOR SERVICES                                 |  |               | 29,300       |                         |   | -           |  |   | -         | 
|MINERAL INTERESTS AND
DEFERRED EXPLORATION
COSTS WRITTEN OFF |  |               | 7,360,260    |                         |   | 14,600      |  |   | 16,184    | 
|AMORTIZATION                                                 |  |               | 103,215      |                         |   | 11,508      |  |   | 5,875     | 
|STOCK-BASED COMPENSATION                                     |  |               | 408,400      |                         |   | 408,400     |  |   | -         | 
|                                                             |  |               |              |                         |   |             |  |   |           | 
|                                                             |  |               | (7,412,202)  |                         |   | (593,506)   |  |   | (564,737) | 
|CHANGES IN NON-CASH WORKING
CAPITAL ITEMS                    |  |               |              |                         |   |             |  |   |           | 
|CURRENT ASSETS                                               |  |               | -            |                         |   | -           |  |   | -         | 
|CURRENT LIABILITIES                                          |  |               | 369,056      |                         |   | (43,001)    |  |   | (210,619) | 
|                                                             |  |               |              |                         |   |             |  |   |           | 
|                                                             |  |               | (7,043,146)  |                         |   | (636,507)   |  |   | (775,356) | 
|                                                             |  |               |              |                         |   |             |  |   |           | 
|FINANCING ACTIVITIES                                         |  |               |              |                         |   |             |  |   |           | 
|NOTES PAYABLE                                                |  |               | 300,000      |                         |   | (90,786)    |  |   | (9,411)   | 
|COMMON SHARES
    - FOR CASH                                 |  |               | 19,525,676   |                         |   | 4,674,600   |  |   | 1,046,430 | 
|SHARE SUBSCRIPTIONS                                          |  |               | -            |                         |   | -           |  |   | -         | 
|                                                             |  |               |              |                         |   |             |  |   |           | 
|                                                             |  |               | 19,825,676   |                         |   | 4,583,814   |  |   | 1,037,019 | 
|                                                             |  |               |              |                         |   |             |  |   |           | 
|INVESTING ACTIVITIES                                         |  |               |              |                         |   |             |  |   |           | 
|MINERAL INTERESTS AND
DEFERRED EXPLORATION COSTS             |  |               | (8,772,854)  |                         |   | (533,872)   |  |   | (153,504) | 
|EQUIPMENT                                                    |  |               | (432,530)    |                         |   | (36,470)    |  |   | (19,013)  | 
|                                                             |  |               |              |                         |   |             |  |   |           | 
|                                                             |  |               | (9,205,384)  |                         |   | (570,342)   |  |   | (172,517) | 
|                                                             |  |               |              |                         |   |             |  |   |           | 
|CHANGE IN CASH FOR THE PERIOD                                |  |               | 3,577,146    |                         |   | 3,376,965   |  |   | 89,146    | 
|                                                             |  |               |              |                         |   |             |  |   |           | 
|CASH BEGINNING OF THE PERIOD                                 |  |               | -            |                         |   | 200,181     |  |   | 111,035   | 
|                                                             |  |               |              |                         |   |             |  |   |           | 
|CASH END OF THE PERIOD                                       |  | $             | 3,577,146    |                         | $ | 3,577,146   |  | $ | 200,181   | 
|                                                             |  |               |              |                         |   |             |  |   |           | 
|SUPPLEMENTAL INFORMATION                                     |  |               |              |                         |   |             |  |   |           | 
|INTEREST PAID                                                |  | $             | 137,580      |                         | $ | 18,550      |  | $ | 18,833    | 





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



Page 75 of 127

---



SAMEX MINING CORP.

(A DEVELOPMENT STAGE COMPANY)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - NOVEMBER 30, 2003











1.   

BASIS OF CONSOLIDATION



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 ends of the
Bolivian subsidiaries is September 30 and the Chilean subsidiary is December 31.





COMPANY
      LOCATION
      OWNERSHIPSouth American Mining & Exploration
        Corp.
      Canada
      100%Samex International Ltd.
      Bahamas
      100%Samex S.A.
      Bolivia
      98%Bolivex S.A.
      Bolivia
      98%Emibol S.A.
      Bolivia
      99%Minera Samex Chile S.A.
      Chile
      99.9%




















2. 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 when the Company is not expected to continue operations for the
foreseeable future.  As at November 30, 2003, the Company had not commenced
operations 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, 2003 and 2002, the Company reported net losses
of $1,028,014 and $586,796 respectively.



b.

Estimates and Fair Values



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.  The financial instruments which are reported as assets and
liabilities, both recognized and unrecognized, are carried at amounts which
approximate fair values.  It is not possible to be certain that all aspects
of environmental Issues affecting the Company, if any, have been fully
determined or resolved.



c.

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 cost or at an ascribed
amount if the consideration is treasury shares.  The Company includes in
mineral property costs the lease and option payments made on properties that are
held under lease and option agreements.  All costs relating to exploration
projects are deferred until such time as the projects are put into commercial
production, sold or abandoned.





Page
76 of 127

---

SAMEX MINING CORP.

(A DEVELOPMENT STAGE COMPANY)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - NOVEMBER 30, 2003





2.

ACCOUNTING POLICIES (CONTINUED)



c.

Mineral Property Interests and Values (Continued)



The amounts shown for mineral interests and deferred exploration costs represent
accumulated or nominal costs and do not necessarily represent present or
future values.  The properties and carrying values are subject to periodic
review for permanent impairment.  These costs will be amortized to
operations over the life of the mineral interests once commercial production
levels have been achieved.  The recoverability of these amounts is
dependent upon the confirmation of economically recoverable reserves, the
ability of the Company to obtain necessary financing to successfully complete
their development and upon subsequent profitable production.



d.

Translation of Foreign Currency



Balances denominated in foreign currencies are translated into Canadian dollars
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.



e.

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 yearsExploration equipment
      over 4 to 8 yearsVehicles
      over 5 year
        s




f.

Stock-Based Compensation Plans



The Company grants to its directors, employees and consultants incentive stock
options to acquire shares in the Company in accordance with the terms of its
stock option plan.  For options granted prior to November 30, 2002, no
compensation expense is recognized for these options when issued. Any
consideration received on the exercise of options is credited to share capital.
 For options granted after December 1, 2002, the Company has adopted the
new recommendations of the CICA Handbook Section 3870 "Stock-based
compensation and other stock-based payments".



g.

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.





Page 77 of 127



---

SAMEX MINING CORP.

(A DEVELOPMENT STAGE COMPANY)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - NOVEMBER 30, 2003





3.

CASH



The Company maintains its cash balances in Canadian, U.S., and Chilean
currencies.  At the year end, the Canadian dollar equivalents were as
follows:



|                 |  |   |           | 2003 |   |         | 2002
|---------------- |  | - | --------- | ---- | - | ------- | ----
|                 |  |   |           |      |   |        
|Canadian dollars |  | $ | 3,549,597 |      | $ | 195,827
|U.S. dollars     |  |   |           |      |   |        
|in Canada        |  |   | 1,012     |      |   | 345    
|in Bolivia       |  |   | 2,242     |      |   | 4,009  
|Chilean
  Pesos  |  |   |           |      |   |        
|in
  Chile       |  |   | 24,295    |      |   | -      
|                 |  |   |           |      |   |        
|                 |  | $ | 3,577,146 |      | $ | 200,181



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 U.S. $2,000,000 to be paid from
production.



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.  During the year the Company acquired a mineral interest for
U.S. $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 U.S. $230,000 (U.S. $30,000 paid).  The remaining option payments are
due: October 31, 2004 - U.S. $50,000; October 31, 2005 - U.S. $50,000 and
October 31, 2006 - U.S. $100,000.  A 2% net smelter royalty has been
retained by the vendor.



5.

EQUIPMENT



|                            |   |         |  |   | ACCUMULATED  |  |      | NET BOOK VALUE
|--------------------------- | - | ------- |  | - | ------------ |  | ---- | --------------
|                            |   | COST    |  |   | AMORTIZATION |  | 2003 |               
|                            |   |         |  |   |              |  |      |               
|Office
      equipment      | $ | 83,322  |  | $ | 56,766       |  | $    | 26,556        
|Exploration
      equipment |   | 129,194 |  |   | 114,064      |  |      | 15,130        
|Vehicles                    |   | 85,604  |  |   | 63,103       |  |      | 22,501        
|                            |   |         |  |   |              |  |      |               
|                            | $ | 298,120 |  | $ | 233,933      |  | $    | 64,187        





Page 78 of 127



---

SAMEX MINING CORP.

(A DEVELOPMENT STAGE COMPANY)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - NOVEMBER 30, 2003





6.

NOTES PAYABLE



During the year, the terms of the note payable were amended as follows:



- the maturity date was extended to July 31, 2005;

- the conversion term was extended to June 30, 2004; and

- the conversion price was changed to $.30 per note unit.



Subsequent to the amendment, the holder converted $200,000 into 666,667 note
units.  The note units consist of one common share and one share purchase
warrant with a one-year term.  One share purchase warrant plus $0.35
entitle the holder to one common share.



7.

RELATED PARTY TRANSACTIONS



During the year, a Canadian director charged the Company $45,542 for legal
services, the Company's directors participated in a private placement and
acquired 297,500 share purchase warrants at $.40.



8.

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 November 30, 2003, Canadian operating losses of
approximately $3,999,000 were available for carry forward.  The
availability of these losses expires as follows: 2004 - $678,000; 2005
-$511,000; 2006 - $527,000; 2007 - $430,000; 2008 - $490,000; 2009 - $483,000;
and 2010-$880,000.  Resource-related expenditures available for
carry-forward in Canada amount to approximately $5,600,000.  No future tax
benefits have been recognized in the accounts and the losses are not
transferrable between the corporate entities and tax jurisdictions.





Page 79 of 127

---

SAMEX MINING CORP.

(A DEVELOPMENT STAGE COMPANY)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - NOVEMBER 30, 2003





9.

SHARE CAPITAL



|a.
      Issued                                                      | NUMBER |            | CONSIDERATION
|-------------------------------------------------------------------- | ------ | ---------- | -------------
|                                                                     |        |            |              
|Balance November 30, 2001                                            |        | 41,000,881 |              
|                                                                     |        |            |              
|Private placements                                                   |        |            |              
|@ $.15 per share                                                     |        | 2,120,000  |              
|Warrants exercised                                                   |        |            |              
|@ $.10 per share                                                     |        | 140,000    |              
|@ $.12 per share                                                     |        | 30,000     |              
|@ $.15 per share                                                     |        | 667,000    |              
|@ $.20 per share                                                     |        | 2,176,400  |              
|@ $.25 per share                                                     |        | 750,000    |              
|Issued for conversion of notes payable
      @ $.40 per share        |        | 250,000    |              
|Issued for settlement of debt
      @ $.10 per share                 |        | 1,408,900  |              
|Issued for re-acquisition of mineral interest
      @ $.25 per share |        | 200,000    |              
|Share issue costs                                                    |        |            |              
|Cash                                                                 |        | -          |              
|Common shares                                                        |        |            |              
|@ $.15 per share                                                     |        | 80,000     |              
|                                                                     |        |            |              
|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                                                     |        | 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 |              







---



SAMEX MINING CORP.

(A DEVELOPMENT STAGE COMPANY)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - NOVEMBER 30, 2003



9.

SHARE CAPITAL (CONTINUED)



b.

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 an exercise price may not be less than the discounted market price, as
prescribed by the policies of the TSX Venture exchange.



|BALANCE
      NOVEMBER 30, 2002 |           | ISSUED
      (EXERCISED) |           | BALANCE
      NOVEMBER 30, 2003 |            |  | EXERCISE
      PRICE |      | TERMS
|------------------------------- | --------- | ------------------------ | --------- | ------------------------------- | ---------- |  | -------------------- | ---- | -----
|                                |           |                          |           |                                 |            |  |                      |      |      
|                                | 2,460,000 |                          | (35,000)  |                                 | 2,425,000  |  | $                    | .40  |      
|                                | 1,480,000 |                          | (350,000) |                                 | 1,130,000  |  | $                    | .20  |      
|                                | 275,000   |                          | -         |                                 | 275,000    |  | $                    | .20  |      
|                                | 50,000    |                          | -         |                                 | 50,000     |  | $                    | .20  |      
|                                | -         |                          | 50,000    |                                 | 50,000     |  | $                    | .40  |      
|                                | -         |                          | 105,000   |                                 | 105,000    |  | $                    | .63  |      
|                                | -         |                          | 590,000   |                                 | 590,000    |  | $                    | 1.00 |      
|                                |           |                          |           |                                 |            |  |                      |      |      
|                                | 4,265,000 |                          | 360,000   |                                 | 4,625,0000 |  |                      |      |      



During the year, the Company's directors and officers were granted incentive
stock options to acquire 590,000 common shares at $1.00.



Subsequent to the year end, stock options were exercised to acquire 150,000
shares for $60,000 and 150,000 shares for $30,000. Stock options to acquire
330,000 shares at $1.00 per share to February 3, 2009 were granted subsequent to
the year end.



As at November 30, 2003, the weighted average remaining contractual life of the
options is 2.5 years and the weighted average exercise price is $ .41.

Page 81 of 127

---

SAMEX MINING CORP.

(A DEVELOPMENT STAGE COMPANY)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - NOVEMBER 30, 2003



9.

SHARE CAPITAL (CONTINUED)



a.

Share Issue Commitments (Continued)



(ii)

Share Purchase Warrants



|BALANCE           |  | ISSUED      |  | BALANCE           |  |       | EXERCISE
      PRICE |  |                   
|----------------- |  | ----------- |  | ----------------- |  | ----- | -------------------- |  | ------------------
|NOVEMBER 30, 2002 |  | (EXERCISED) |  | NOVEMBER 30, 2003 |  | TERMS
|                  |  |             |  |                   |  |       |                      |  |                   
|1,808,000         |  | (1,808,000) |  | -                 |  | $     | .15                  |  | January 30, 2003  
|1,120,000         |  | (1,120,000) |  | -                 |  | $     | .10                  |  | November 1, 2003  
|1,100,000         |  | (1,100,000) |  | -                 |  | $     | .12                  |  | November 15, 2003 
|2,200,000         |  | (2,044,000) |  | 156,000           |  | $     | .25                  |  | March 5, 2004     
|250,000           |  | (250,000)   |  | -                 |  | $     | .40                  |  | June 30, 2004     
|-                 |  | 666,667     |  | 666,667           |  | $     | .35                  |  | September 11, 2004
|-                 |  | 1,390,000   |  | 1,390,000         |  | $     | .30                  |  | June 11, 2005     
|-                 |  | 434,500     |  | 434,500           |  | $     | .40                  |  | September 15, 2005
|-                 |  | 756,000     |  | 756,000           |  | $     | .80                  |  | November 7, 2005  
|-                 |  | 482,000     |  | 482,000           |  | $     | .80                  |  | November 27, 2005 
|-                 |  | 500,000     |  | 500,000           |  | $     | 1.05                 |  | November 28, 2005 
|                  |  |             |  |                   |  |       |                      |  |                   
|6,478,000         |  | (2,092,833) |  | 4,385,167         |  |       |                      |  |                   



Subsequent to the year end, warrants were exercised to acquire 120,000 shares
for $30,000, 52,750 shares for $15,825, 400,000 shares for $140,000 and 32,500
shares for $13,000.



As at November 30, 2003, the weighted average remaining contractual life of the
share purchase warrants is 1.5 years and the weighted average exercise price is
$.55.



c.

Stock-Based Compensation



The Company has elected to measure 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.  The compensation expense of
$408,400 has been recorded in the statement of operations for the year.
 Under the transitional provisions of the CICA Handbook Section 3870,
comparative figures are not required.



The following assumptions were used for the Black-Scholes valuation of stock
options granted during the year:

Expected dividend yield

0%

Expected stock price volatility

38%

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.



10.

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.



Page 82 of 127

---

SAMEX MINING CORP.

(A DEVELOPMENT STAGE COMPANY)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - NOVEMBER 30, 2003



10.

SEGMENTED INFORMATION (CONTINUED)



Segmented information on the Company's sole industry segment reported by
geographic area is as follows:



|2003                                                                 | DOMESTIC |           | SOUTH
      AMERICA | TOTAL
|-------------------------------------------------------------------- | -------- | --------- | ------------------- | -----
|                                                                     |          |           |                     |      
|Operating expenses                                                   |          |           |                     |      
|Amortization                                                         | $        | 6,805     |                     | $    
|Foreign exchange                                                     |          | -         |                     |      
|Interest on notes payable                                            |          | 18,550    |                     |      
|Mineral interests administration, investigation
      and evaluation |          | -         |                     |      
|Salaries                                                             |          | 231,605   |                     |      
|Stock-based compensation                                             |          | 408,400   |                     |      
|Administration and general                                           |          | 210,726   |                     |      
|                                                                     |          |           |                     |      
|Net loss from operations                                             |          |           |                     |      
|Mineral interests and deferred exploration costs
      written off   |          | -         |                     |      
|                                                                     |          |           |                     |      
|Net loss for the year                                                | $        |           |                     | $    
|Expenditure for equipment and mineral interests                      | $        | 3,888     |                     | $    
|Equipment and mineral interests                                      | $        | 14,729    |                     | $    
|Total assets                                                         | $        | 3,565,338 |                     | $    
|                                                                     |          |           |                     |      
|2002                                                                 |          |           |                     |      
|                                                                     |          |           |                     |      
|Operating expenses                                                   |          |           |                     |      
|Amortization                                                         | $        | 5,875     |                     | $    
|Foreign exchange                                                     |          | -         |                     |      
|Interest on notes payable                                            |          | 18,833    |                     |      
|Mineral interests administration, investigation
      and evaluation |          | -         |                     |      
|Salaries                                                             |          | 239,467   |                     |      
|Administration and general                                           |          | 153,886   |                     |      
|                                                                     |          |           |                     |      
|Net loss from operations                                             |          |           |                     |      
|Mineral interests and deferred exploration costs
      written off   |          | -         |                     |      
|                                                                     |          |           |                     |      
|Net loss for the year                                                | $        |           |                     | $    
|Expenditure for equipment and mineral interests                      | $        | 19,013    |                     | $    
|Equipment and mineral interests                                      | $        | 17,646    |                     | $    
|Total assets                                                         | $        | 213,818   |                     | $    



Page 83 of 127



---

SAMEX MINING CORP.

(A DEVELOPMENT STAGE COMPANY)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - NOVEMBER 30, 2003



11.

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 ("Canadian 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
U.S. ("U.S. basis").  Had the Company followed the U.S. 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.



An assessment of the recoverability of mineral interests and deferred
exploration costs is not practical until the existence of commercial reserves is
established.  Therefore, the capitalization of those costs does not begin
until that time.



|Consolidated Statement of Operations                                                                               | 2003 |             | 2002 |   | 2001      
|------------------------------------------------------------------------------------------------------------------ | ---- | ----------- | ---- | - | ----------
|                                                                                                                   |      |             |      |   |           
|Net loss as shown on the financial
      statements - Canadian basis                                               | $    | 1,028,014   |      | $ | 586,796   
|Deferral of translation gain on inter-
      company transactions of a long-term
      investment nature           |      | (30,091)    |      |   | (1,268)   
|Write-down of mineral interests and
      deferred exploration costs without
      established commercial reserves |      | 533,285     |      |   | 207,530   
|                                                                                                                   |      |             |      |   |           
|Net loss - U.S. basis                                                                                              | $    | 1,531,208   |      | $ | 793,058   
|Basic loss per share - U.S. basis                                                                                  | $    | .03         |      | $ | .02       
|Weighted average number of common
      shares outstanding                                                         |      | 53,770,098  |      |   | 46,416,823
|                                                                                                                   |      |             |      |   |           
|                                                                                                                   |      |             |      |   |           
|Consolidated Statement of Cash Flow                                                                                | 2003 |             | 2002 |   | 2001      
|                                                                                                                   |      |             |      |   |           
|Operating activities                                                                                               | $    | (1,140,288) |      | $ | (927,592) 
|Financing activities                                                                                               | $    | 4,553,723   |      | $ | 1,035,751 
|Investing activities                                                                                               | $    | (36,470)    |      | $ | (19,013)  



|Consolidated Balance Sheet |  | 2003       |           | 2002      
|-------------------------- |  | ---------- | --------- | ----------
|                           |  | Cdn. Basis |           | U.S. Basis
|Assets                     |  |            |           |           
|Current                    |  | $          | 3,577,146 |           
|Mineral interests          |  |            | 1,752,722 |           
|Capital                    |  |            | 64,187    |           
|                           |  |            |           |           
|                           |  | $          | 5,394,055 |           
|                           |  |            |           |           
|Liabilities                |  |            |           |           
|Current                    |  | $          | 31,968    |           
|Shareholders' equity       |  |            | 5,362,087 |           
|                           |  |            |           |           
|                           |  | $          | 5,394,055 |           



Page 84 of 127



---

SAMEX MINING CORP.

(A DEVELOPMENT STAGE COMPANY)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - NOVEMBER 30, 2003





11.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES AND PRACTICES (CONTINUED)



Consolidated Statement of Shareholders' Equity



|                             | COMMON SHARES |            |        |   |            |  |             |          |             |   |         | TOTAL
|---------------------------- | ------------- | ---------- | ------ | - | ---------- |  | ----------- | -------- | ----------- | - | ------- | -----
|                             |               |            |        |   |            |  | TRANSLATION |          | CONTRIBUTED |   |         |      
|                             | SHARES        |            | AMOUNT |   | ADJUSTMENT |  | SURPLUS     |          | DEFICIT     |   | EQUITY 
|                             |               |            |        |   |            |  |             |          |             |   |         |      
|Balance at November 30, 2000 |               | 34,935,881 |        | $ | 13,451,946 |  | $           | 212,984  |             | $ | -       |      
|Net loss                     |               | -          |        |   | -          |  |             | -        |             |   | -       |      
|Share subscriptions          |               | -          |        |   | 100,890    |  |             | -        |             |   | -       |      
|Change in the year           |               | 6,065,000  |        |   | 643,198    |  |             | (11,101) |             |   | -       |      
|                             |               |            |        |   |            |  |             |          |             |   |         |      
|Balance at November 30, 2001 |               | 41,000,881 |        |   | 14,196,034 |  |             | 201,883  |             |   | -       |      
|Net loss                     |               | -          |        |   | -          |  |             | -        |             |   | -       |      
|Share subscriptions          |               | -          |        |   | (140,890)  |  |             | -        |             |   | -       |      
|Change in the year           |               | 7,822,300  |        |   | 1,337,320  |  |             | (1,268)  |             |   | -       |      
|                             |               |            |        |   |            |  |             |          |             |   |         |      
|Balance at November 30, 2002 |               | 48,823,181 |        |   | 15,392,464 |  |             | 200,615  |             |   | -       |      
|Net loss                     |               | -          |        |   | -          |  |             | -        |             |   | 408,400 |      
|Change in the year           |               | 13,848,667 |        |   | 4,874,600  |  |             | (30,091) |             |   | -       |      
|                             |               |            |        |   |            |  |             |          |             |   |         |      
|Balance at November 30, 2003 |               | 62,671,848 |        | $ | 20,267,064 |  | $           | 170,524  |             | $ | 408,400 |      





Page 85 of 127



---

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);

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);

Page 86 of 127



---



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
 Zorro
s
 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;



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;

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;

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.;

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);

Page 87 of 127



---





12.2

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

13.1

Sarbanes Oxley 906 Certification of Chief Executive Officer
;

1
3.2

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:  
April 28,
 200
4



"Jeffrey
P. Dahl"

Jeffrey
P. Dahl

Chief
Executive Officer







"Larry
D. McLean"

Larry
D. McLean

Chief
Financial Officer









Page 88 of 127



---



Exhibit 4.20

CANNACCORD CAPITAL CORPORATION





May 29, 2003



Samex Mining Corp.

#301 - 32920 Ventura Avenue

Abbotsford, B.C.

V2S 6J3





ATTENTION:  MR. JEFFREY DAHL



Dear Sirs:



RE:

SAMEX MINING CORP. (THE "ISSUER")

PRIVATE PLACEMENT OF UP TO 2,000,000 UNITS

OF THE ISSUER AT A PRICE OF $0.25 PER UNIT



Samex Mining Corp. (the "Issuer") hereby appoints Canaccord Capital
Corporation (the "Agent") as its exclusive Agent and the Agent accepts the
appointment and agrees to act as the exclusive agent of the Issuer to use its
commercially reasonable efforts to find and introduce to the Issuer potential
investors (the "Placees") to purchase, by way of private placement
exemptions from the prospectus requirements of the
 Securities Act
, British Columbia,
 Securities Act
, Alberta, and
 Securities Act,
Ontario and the rules and regulation promulgated thereunder (collectively, the "Acts"), up to 2,000,000 units of the Issuer (the
"Units") at a purchase
price of $0.25 per Unit (the "Private Placement").



Each Unit will consist of one share (a "Share") and one-half of one
non-transferable share purchase warrant (a "Warrant").  One whole
Warrant will entitle the holder to purchase one additional common share of the
Issuer (a "Warrant Share") for $0.30 for a period of two years.



The Warrants will be non-transferable, and the certificates representing the
Warrants, will among other things, include provisions for the appropriate
adjustment in class, number and price of the Warrant Shares issued upon exercise
of certain events, including any subdivision, consolidation, or reclassification
of the Issuer's common shares, the payment of stock dividends and the
amalgamation of the Issuer.



The Issuer covenants and agrees that it will abide by and comply with the
provisions and policies of the Act and the TSX Venture Exchange (the "Exchange")
and will complete all filings required of the Issuer under the Act and by the
Exchange in connection with the Private Placement.



The Issuer and the Agent will cause the issuance and sale of the Units
contemplated hereby (the "Closing") to take place on one or more days,
however, the final Closing will not occur more than 45 days after the date of
the preliminary letter of the Exchange for the Private Placement or such other
day as may be acceptable to the Exchange.  In consideration of the services
to be performed by the Agent under this Agreement, the Issuer shall pay to the
Agent at each Closing an Agent's fee consisting of either a cash commission of
8% of the gross proceeds received by the Issuer from the sale of the Units on
such Closing or, at the election of the Agent, the Agent may take up to one half
of its fee in agent's units, payable by the issuance of up to 80,000 units of
the Issuer (the "Agent's Units").  The Agent's Units will have the
same terms as the clients' Units.  The Issuer also agrees to issue the
Agent at each Closing such number of Agent's Warrants which is equal to 20% of
the number of Units sold on such Closing.  Each Agent's Warrant will
entitle the Agent to purchase one additional share of the Issuer, and will be
exercisable for two years from the Closing, at a price of $0.30 per share.



The Issuer will also pay the Agent, on the first Closing or cancellation of the
Private Placement unless the cancellation is due to the Agent's breach of this
Agreement, and administration fee of up to $5,000 for the

Page 89 of 127

---

Agent's services in connection with the co-ordination and review of the
Private Placement.



On each Closing, the Issuer will cause the Units to be issued and registered in
the names of the Placees or their nominees.  The Issuer will endorse the
certificates representing the shares, the Warrants and the Agent's Warrants
with the following legends:



"Unless permitted under securities legislation, the holder of the securities
shall not trade the securities before [insert the date that is four months and a
day after the Closing date]"



"Without prior 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 Exchange or otherwise in Canada or to or for the benefit of a
Canadian resident until [insert the date following the fourth month after the
Closing date]"



The Agent may terminate its obligations under this Agreement and the obligations
of the investors under the subscription agreements by notice in writing to the
Issuer at any time before final Closing, if:



a)

an adverse "material change" or an adverse change in "material fact" (as
those terms are defined in the Act) in the affairs of the Issuer, or relating to
the Units, occurs or is announced by the Issuer;



b)

there is an event, accident, governmental law or regulation or other occurrence
of any nature which, in the opinion of the Agent, seriously affects or will
seriously affect the financial markets, or the business of the Issuer or any
subsidiary of the Issuer, or the ability of the Agent to perform its obligations
under this Agreement,



c)

or an investor's decision to purchase the Units, even if the investor has
already executed a subscription agreement for all or a portion of the Private
Placement;



d)

following a consideration of the history, business, products, property or
affairs of the Issuer or its principals and promoters, or of the state of the
financial markets in general, or the state of the market for the Issuer's
securities in particular, the Agent determines, in its sole discretion, that it
is not in the interest of the Placees to complete the purchase and sale of the
Units; or



e)

the securities cannot, in the opinion of the Agent, be distributed due to the
state of the financial markets;



f)

an enquiry or investigation (whether formal or informal) in relation to the
Issuer, or the Issuer's directors, officers or promoters, is commenced or
threatened by an officer or official of any competent authority;



g)

any order to cease, halt or suspend trading (including an order prohibiting
communications with persons in order to obtain expressions of interest) in the
securities of the Issuer prohibiting or restricting the Private Placement or the
Distribution is made by a competent regulatory authority and that order is still
in effect; or



h)

the Issuer is in breach of a term in this Agreement.



The Agent will not assign this Agreement or any of its rights under this
Agreement nor, with respect to the Units, enter into any agreement in the nature
of an option or a sub-option unless and until, for each intended transaction,
the Agent has obtained the consent of the Issuer and notice has been given to
and accepted by the regulatory authorities.



The Agent may offer selling group participation in the normal course of the
brokerage business to selling groups of other licensed dealers, brokers and
investments dealers, who may or who may not be offered part of the compensation
provided to the Agent.



The Issuer will notify the Agent of the terms of any further brokered equity
financing with gross proceeds in excess of $1,000,000 that it requires or
proposes to obtain during the 12 months following the reference

Page 90 of 127

---

date of this Agreement and the Agent will have the right of first refusal to
provide any such financing.



The right of first refusal must be exercised by the Agent within 10 days
following the receipt of the notice by notifying the Issuer that it will provide
such financing on the terms set out in the notice.



If the Agent fails to give notice within 10 days that it will provide such
financing upon the terms set out in the notice, the Issuer will then be free to
make other arrangements to obtain financing from another source on the same
terms or on terms no less favourable to the Issuer, subject to obtaining the
acceptance of the regulatory authorities.



The right of first refusal will not terminate if, on receipt of any notice from
the Issuer under this Section, the Agent fails to exercise the right.



The Issuer will file this Agreement, together with all other required documents
and filing fees and will do all things required by the rules and policies of the
Exchange in order to obtain the approval of the Exchange to the Private
Placement and will provide the Agent with copies of all such documents and any
correspondence with the Exchange.



The Issuer will pay all of the expenses of the Private Placement and all the
expenses reasonably incurred by the Agent in connection with the Private
Placement whether or not the Private Placement completed and authorizes the
Agent to deduct such expenses from the proceeds from the sale of the Units.



On each Closing, the Issuer will deliver to the Agent a favourable opinion of
the Issuer's solicitor dated as of the Closing, in a form acceptable to the
Agent, as to all legal matters reasonably requested by the Agent relating to the
business of the Issuer and the creation, issuance and sale of the Units.
 The issuer will also deliver to the Agent, on each Closing, such other
certificates, comfort letter or opinions of its auditors or other experts who
may have assisted in the preparation of any documents relating to the Private
Placement or the affairs of the Issuer, as the Agent may reasonably request.



The Issuer will indemnify the Agent and each of the Agent's agents, directors,
officers and employees (individually, an "Indemnified Party" and
collectively, the "Indemnified Parties") and save them harmless against all
losses, claims, damages or liabilities:



a)

existing by reason of an untrue statement contained in all prospectuses, filing
statements and press releases filed with the applicable regulatory authorities,
in the subscription agreement or other written or oral representation made by
the Issuer to a Placee or potential Placee in connection with the Private
Placement, or in any offering document or other written or oral representation
made by the Issuer in connection with the Private Placement, or by reason of the
omission to state any fact necessary to make such statements or representations
not misleading (except for information and statements supplied by and relating
solely to the Agent);



b)

arising directly or indirectly out of any order made by any regulatory authority
that trading in or distribution of any of the Issuer's securities is to cease;



c)

resulting from the failure by the Issuer to obtain the requisite regulatory
approval to the Private Placement unless the failure to obtain such approval is
the result of a breach of this Agreement by the Agent;



d)

if the Issuer fails to issue and deliver the certificates representing the Units
in the form and denominations satisfactory to the Agent at the time and place
required by the Agent with the result that any completion of a sale of the Units
does not take place; or



e)

if, following the completion of a sale of any of the Units, a determination is
made by any competent authority setting aside the sale, unless that
determination arises out of an act or omission by the Agent.



If any action or claim is brought against an Indemnified Party in respect of
which indemnity may be sought from the Issuer pursuant to this Agreement, the
Indemnified Party will promptly notify the Issuer in writing.

Page 91 of 127

---





The Issuer will assume the defense of the action or claim, including the
employment of counsel and the payment of all expenses.



The Indemnified Party will have the right to employ separate counsel, and the
Issuer will pay the fees and expenses of such counsel.



The indemnity provided for in this Agreement will not be limited or otherwise
affected by any other indemnity obtained by the Indemnified Party from any other
person in respect of any matters specified in this Agreement and will continue
in full force and effect until all possible liability of the Indemnified Parties
arising out of the transactions contemplated by this Agreement has been
extinguished by the operation of law.



If indemnification under this Agreement is found in a final judgment (not
subject to further appeal) by a court of competent jurisdiction not to be
available for reason of public policy, the Issuer and the Indemnified Parties
will contribute to the losses, claims, damages, liabilities or expenses (or
actions in respect thereof) for which such indemnification is held unavailable
in such proportion as is appropriate to reflect the relative benefits to and
fault of the Issuer, on the one hand, and the Indemnified Parties on the other
hand, in connection with the matter giving rise to such losses, claims, damages,
liabilities or expenses (or actions in respect thereof).  No person found
liable for a fraudulent misrepresentation (within the meaning of applicable
securities laws) will be entitled to contribution from any person who is not
found liable for such fraudulent misrepresentation.



To the extent that any Indemnified Party is not a party of this Agreement, the
Agent will obtain and hold the right and benefit of this section in trust for
and on behalf of such Indemnified Party.



The Issuer will promptly provide the following to the Agent:



a)

copy of the press release issued in respect of the Private Placement;

b)

copy of the "Notice Letter" to the Exchange pursuant to Exchange Policy;

c)

copy of the preliminary Exchange's acceptance letter in response to the Notice
Letter;

d)

copies of Form 2A's from all the directors of the Issuer

e)

copies of all correspondence regarding this private placement between all
regulatory authorities and the Issuer and/or its solicitors;

f)

form of subscription agreement, Risk Acknowledgement, Accredited Investor
Questionnaire, Corporate Placee Registration Form and Form 4D2 Portfolio Manager
- Additional Undertaking and Certification;

g)

current audited and unaudited financial statements;

h)

a retainer in the amount of $5,000;

i)

a copy of the Issuer's Annual Information Form; and

j)

a copy of the Issuer's Technical Report.



If the foregoing terms and conditions of the agency appointment are acceptable
to yourself, please indicate the same by signing and returning the enclosed copy
of this letter.



Yours truly,



CANACCORD CAPITAL CORPORATION





"
 Peter M. Brown
 "

Peter M. Brown

Chairman



The foregoing terms and conditions are hereby accepted and agreed to on behalf
of Samex Mining Corp on the "
 4th " day of "
 June
 ", 2003.



SAMEX MINING CORP.



Per:  
 "Jeffrey Dahl"

Page 92 of 127

---



Exhibit 4.21



PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

THIS SUBSCRIPTION AGREEMENT
, dated for reference August 11, 2003 is made

BETWEEN:

SAMEX MINING CORP.
, a company duly incorporated under the laws of the Province of British Columbia
and having an office at #301 - 32920 Ventura Avenue, Abbotsford, British
Columbia, V2S 6J3

(the "Issuer");

OF THE FIRST PART

AND:

_________________________________________________
 being the undersigned Purchaser for Units of the Issuer having the address set
forth on the execution page hereof

(the "Purchaser").

OF THE SECOND PART

WHEREAS:

A.

The Issuer is listed on the TSX Venture Exchange (the "Exchange") and is
subject to the regulatory jurisdiction of the Exchange and the British Columbia
Securities Commission (the "Commission") and the Alberta Securities
Commission (the "ASC");

B.

The Purchaser, as principal, hereby unconditionally subscribes for and agrees to
purchase the securities of the Issuer, as more particularly described below, at
the subscription price set out upon, and subject to the following terms and
conditions.

THE PARTIES to this Agreement therefore agree:



1.

PURCHASE AND SALE OF UNITS

1.1

On the Closing, the Purchaser will purchase from the Issuer
 _______ units
 (the "Units"), at a price of
 $0.40
 per Unit (
 $_________
in the aggregate [the "Purchase Price"]), each Unit consisting of one (1)
common share in the capital stock of the Issuer (the "Shares") and one-half
(1/2) of a share purchase warrant (the "Warrants").  One (1) full
warrant will entitle the holder to purchase an additional common share in the
capital stock of the Issuer at a price of $0.40 per share if exercised at any
time during the two year term of the Issuer and the Issuer will deliver to the
Purchaser certificates representing the Shares and the Warrants.

Page 93 of 127

---



2.

WARRANTIES

2.1

The Purchaser acknowledges, represents and warrants that, as at the date given
above and at the Closing, that:

(a)

no prospectus has been filed by the Issuer with the Commission in connection
with the issuance of the Units, the issuance is exempted from the prospectus
requirements of the Securities Act (British Columbia) (the "Act") or the
Securities Rules (the "Rules") promulgated pursuant to the Act and that:

(i)

the Purchaser is restricted from using most of the civil remedies available
under the Act and the Rules;

(ii)

the Purchaser may not receive information that would otherwise be required to be
provided to him under the Act and the Rules; and

(iii)

the Issuer is relieved from certain obligations that would otherwise apply under
the Act and the Rules;

(b)

if the purchase of the Units by the Purchaser is to be made under the exemption
from prospectus requirements available under:

(i)

section 74(2)(3) of the Act (exempt purchasers), the Purchaser is recognized by
the Commission as an exempt purchaser under section 74(2)(3) of the Act;

(ii)

section 74(2)(4) of the Act, the Purchaser is not a syndicate, partnership or
other form of unincorporated entity or organization created solely to permit the
purchase of the Units (or other similar purchases) by a group of individuals
whose individual share of the aggregate acquisition cost of the Units is less
than $97,000; or

(iii)

Multilateral Instrument 45-103 ("MI 45-103") pursuant to the exemptions set
out in one of sections 3.1 (friends, family and business associates exemption),
4.1 (offering memorandum exemption) or 5.1 (accredited investor exemption), the
Purchaser has duly completed, executed and delivered a copy of the additional
representations and warranties in the form attached as Appendix III - Purchaser Under MI 45-103 indicating the applicable exemption under MI 45-103
and the Purchaser's qualifications with respect thereto, which representations
and warranties are  true and correct in every particular way;

Page 94 of 127

---





(c)

the Purchaser is purchasing the Units as principal and no other person,
corporation, firm or other organization will have a beneficial interest in the
Units;

(d)

the Units were not advertised in printed media of general and regular paid
circulation, radio or television;

(e)

no person has made to the Purchaser any written or oral representations:

(i)

that any person will resell or repurchase the Units;

(ii)

that any person will refund the purchase price of the Units;

(iii)

as to the future price or value of the Units; or

(iv)

that the Shares will be listed and posted for trading on a stock exchange or
that application has been made to list and post the Shares for trading on a
stock exchange other than the Exchange;

(f)

this subscription has not been solicited in any other manner contrary to the Act
or the Rules or the United States Securities Act of 1933, as amended;

(g)

the Purchaser is not a "control person" of the Issuer as defined in the Act,
will not become a "control person" by virtue of this purchase of the Units
and does not intend to act in concert with any other person to form a control
group;

(h)

the Purchaser has no knowledge of a "material fact" or "material change"
(as those terms are defined in the Act) in the affairs of the Issuer that has
not been generally disclosed to the public, save knowledge of this particular
transaction;

(i)

the offer made by this subscription is irrevocable and requires acceptance by
the Issuer and the approval of the Exchange;

(j)

the Purchaser waives the need for the Issuer to communicate its acceptance of
the purchase of the Units pursuant to this Agreement;

(k)

the Purchaser is aware that the Issuer is planning to use the proceeds of this
private placement for exploration/expenditures on the Company's mineral
exploration properties and for general working capital; and

(l)

where the Purchaser is not a resident of British Columbia, the Purchaser also

Page 95 of 127

---

makes the additional representations and warranties attached hereto as Appendix
IV, V or VI.

2.2

The Issuer represents and warrants that, as of the date given above and at the
Closing:

(a)

the Issuer and its subsidiaries, if any, are valid and subsisting corporations
duly incorporated and in good standing under the laws of the jurisdictions in
which they are incorporated;

(b)

the Issuer will reserve or set aside sufficient shares in the treasury of the
Issuer to issue to the Purchaser the Shares and any shares acquired by the
Purchaser upon the exercise of the Warrants;

(c)

the Issuer is an "exchange issuer" as defined in the Act, which is
recognized as such by the Commission and the Exchange, and which is not in
material default of any requirements of the Act or its Rules.

2.3

The warranties contained in Subsections 2.1 and 2.2 will survive the Closing.

3.

CLOSING

3.1

The closing of the transactions contemplated by this Agreement (the "Closing")
will take place within fifteen business days of the receipt of final approval by
the Exchange of this private placement.

3.2

On execution of this Agreement, the Purchaser will deliver to the Issuer a
cheque or banker's draft for the total price of the Units.  The Purchase
Price will be treated as a non-interest bearing loan that may be utilized by the
Issuer for the purposes set out in subsection 2.1(k), pending receipt of final
regulatory approval.

3.3

At Closing, the Issuer will deliver to the Purchaser the certificates
representing the Shares and the Warrants registered in the name of the Purchaser
or its nominee.

3.4

At
Closing, the Issuer will deliver to the Purchaser such legal opinions, copies of
approvals or other documents as the Purchaser may reasonably request.



4.

HOLD
PERIOD

4.1

The Purchaser acknowledges that the Units, and any shares received upon an
exercise of the Warrants, may not be traded until at least 12 months or, if the
Issuer is a "qualifying issuer" under Multilateral Instrument 45-102 ("MI
45-102"), four months and one day, have elapsed from the date of issuance of
the Units, and if the Purchaser is a resident of a province or state other than
British Columbia (or, if a "qualifying issuer" under MI-45-102, the other
provinces covered thereby), the Units, and any shares received upon an

Page 96 of 127

---

exercise of the Warrants, may also be subject to additional hold periods.
 The certificates representing the Units will contain a legend denoting the
restrictions on transfer imposed by the Act and the Exchange.

5.

POWER
OF ATTORNEY

5.1

Effective upon the acceptance by the Issuer of this Agreement, the Purchaser:

(a)

irrevocably appoints the President or Chief Executive Officer of the Issuer (the
"Attorney") as the Purchaser's attorney and agent, with a full power of
substitution, to execute, swear to, acknowledge, deliver, make, file, amend and
record when, and as necessary, any instrument, acknowledgement, undertaking,
direction or other document required to be filed by the Issuer or the Purchaser
with any competent securities regulatory authority in connection with the
purchase and sale of the Units or necessary, in the opinion of the Attorney, to
complete or perfect the transactions contemplated by this Agreement, including,
without limitation, the attached form of Private Placement Information Sheet
(Appendix I), the Form 4C (Appendix II) where required, and Additional
Representation MI 45-103 (Appendix III);

(b)

declares that the power of attorney hereby granted is irrevocable and will
survive the death, incapacity or bankruptcy of the Purchaser and will extend to
and bind the Purchaser and the Purchaser's heirs, assigns, executors, trustees
in bankruptcy or other legal representatives or successors; and

(c)

agrees to be bound by any representations made or actions taken by the Attorney
if such representations or actions are made or taken in good faith and in
accordance with the power of attorney hereby granted, and the Purchaser waives
any and all defences which may be available to the Purchaser to deny, contest,
or disaffirm any such representations or actions.



6.

MISCELLANEOUS

6.1

Time is of the essence of this Agreement and will be calculated in accordance
with the provisions of the Interpretation Act (British Columbia).

6.2

The parties to this Agreement may amend this Agreement only in writing.

6.3

The Purchaser will execute and deliver the Private Placement Information Sheet
in the form attached as Appendix I and, where required Form 4C in the form
attached as Appendix II and additional representations under MI 45-103 in the
form attached as

Page 97 of 127

---

Appendix III and all other documents, transfers, deeds, assurances and
procedures necessary in the opinion of counsel for the Issuer, for the purposes
of giving effect to or perfecting the transactions contemplated by this
Agreement.

6.4

This Agreement enures to the benefit of and is binding upon the parties to this
Agreement and their successors and permitted assigns.

6.5

A party to this Agreement will give all notice to or other written
communications with the other party to this Agreement concerning this Agreement
by hand or by registered mail addressed to the address given above.

6.6

This Agreement will be governed by and construed in accordance with the laws of
 British Columbia.

Page 98 of 127



---

-7-

EXECUTION PAGE

IN WITNESS WHEREOF
 the parties have executed this Agreement as of the day, month and year first
above written.

The undersigned Purchaser hereby subscribes for:



________ Units of the Issuer at a price of $0.40 per Unit for a total Purchase
Price of $___________



and encloses herewith a bank draft or certified cheque payable to SAMEX MINING
CORP. in such amount.

SIGNED, SEALED AND DELIVERED

)

in the presence of:

)



)

SIGNATURE OF PURCHASER

)

)

)

Name
of
Witness                                              
)

)

)

)

)

)

Address                                                           
)

)



PRINT FULL NAME AND

ADDRESS OF PURCHASER

)

)

Occupation                                                      
)

)

)

)

)

)

)



Telephone
Number

)

)

)





Telefax
Number



)

)



Social
Insurance Number

)

)

)



Email
Address



This subscription is hereby accepted as to ___________ Units.



The Corporate Seal of
 SAMEX MINING CORP.

)

was hereunto affixed in the presence
of:              
)

)

)

)

)

c/s

)

)

JEFFREY
P.
DAHL                                           
)

)

)

)

)

)

LARRY
D.
MCLEAN                                         

)



Page 99 of 127



---

- 8 -





REGISTRATION AND DELIVERY INSTRUCTIONS







Name to Appear on Certificate, if different from name of Purchaser







Address for Delivery, if different from address given above





Page 100 of 127

---

- 9 -







List of Appendices





Appendix I
      Private Placement Information SheetAppendix II
      BC Form 4C Corporate Placee Registration FormAppendix III
      Additional Representations, Warranties and Acknowledgments of Purchaser
        (Purchaser under MI 45-103)Appendix IV
      Additional Representations, Warranties and Acknowledgments of Purchasers
        [U.S. Purchaser]Appendix V
      Additional Representations, Warranties and Acknowledgments of Purchasers
        Ontario PurchasersAppendix VI
      Additional Representations of Non-British Columbia Resident




Page 101 of 127

---



APPENDIX I

ALL SUBSCRIBERS
INFORMATION SHEET

Information to be completed by the Subscriber:

|A
      .                                                                                       | Registration Form                                                                                                                                                                                                                                                                                                                                                                
|----------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|The Subscriber,
      if not an individual
      , either
      [check appropriate box]
      :
|[   ]                                                                                           | has previously filed with the TSX Venture Exchange (the
      "Exchange") a Form 4C, Corporate Placee Registration Form,
      represents and warrants that there has been no change to any of the
      information in the Corporate Placee Registration Form previously filed
      with the Exchange up to the date hereof; or                                                
|[   ]                                                                                           | hereby delivers a completed Form 4C, Corporate Placee Registration Form,
      in the form attached for filing with the Exchange.                                                                                                                                                                                                                                                
|B.                                                                                              | Present Ownership of Securities                                                                                                                                                                                                                                                                                                                                                  
|The Subscriber either [check appropriate box]:                                                 
|[   ]                                                                                           | owns directly or indirectly, or exercises control or direction over, no
      common shares of SAMEX Mining Corp. or securities convertible into common
      shares of SAMEX Mining Corp.; or                                                                                                                                                                                   
|[   ]                                                                                           | owns directly or indirectly, or exercises control or direction over,
      ____________ outstanding common shares of SAMEX Mining Corp. and
      convertible securities entitling the Subscriber to acquire additional
      common shares of SAMEX Mining Corp. which, if converted, in the aggregate
      would represent ______________ common shares of SAMEX Mining Corp..
|C.                                                                                              | Insider Status                                                                                                                                                                                                                                                                                                                                                                   
|The Subscriber either
      [check appropriate box]
      :                                    
|[   ]                                                                                           | is an "Insider" of SAMEX Mining Corp. as defined in the policies
      of the Exchange:                                                                                                                                                                                                                                                                                          
|                                                                                                | (a)                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                | (b)                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                | (c)                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                | (d)                                                                                                                                                                                                                                                                                                                                                                              



Page 102 of 127



---



|[   ]                                          | is not an Insider of SAMEX Mining Corp..                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|D.                                             | Member of "Pro Group"                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|The Subscriber either [check appropriate box]:
|                                               | is a Member of the "Pro Group" as defined in the Rules of the
      Exchange, as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                               | 1.
      subject to subparagraphs (2), (3) and (4), either individually or as a
      group:
      (a)
      the member (i.e. a member of the TSX Venture Exchange under the Exchange
      requirements);
      (b)
      employees of the member;
      (c)
      partners, officers or directors of the member;
      (d)
      affiliates of the member; and
      (e)
      associates of any parties referred to in subparagraphs (a) through (e);                                                                                                                                                                           
|                                               | 2.
      the Exchange may, in its discretion, include a person or party in the Pro
      Group for the purposes of a particular calculation where the Exchange
      determines that the person is not acting at arm's length with the member;                                                                                                                                                                                                                                                                                                                                                                                     
|                                               | 3.
      the Exchange may, in its discretion, exclude a person from the Pro Group
      for the purposes of a particular calculation where the Exchange determines
      that the person is acting at arm's length with the member;                                                                                                                                                                                                                                                                                                                                                                                                
|                                               | 4.
      the member may deem a person who would otherwise be included in the Pro
      Group pursuant to subparagraph (1) to be excluded from the Pro Group where
      the member determines that:
      (a)
      the person is an affiliate or associate of the member acting at arm's
      length of the member;
      (b)
      the associate or affiliate has a separate corporate and reporting
      structure;
      (c)
      there are sufficient controls on information flowing between the member
      and the associate or affiliate; and
      (d)
      the member maintains a list of such excluded persons; or
|[   ]                                          | is not a member of the Pro Group.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  



Page 103 of 127

---

Dated at
 
 this
 
 day of
 
, 2003









(Name
of Purchaser - please Print)







(Authorized
Signature)







(Official
Capacity - please print)





(please print
name of individual whose signature appears above, if different from name of
purchaser



Page 104 of 127

---

APPENDIX II



Intentionally Deleted - Not Applicable



Page 105 of 127

---

APPENDIX III

Additional Representations, Warranties and Acknowledgments of Purchaser

[Purchaser under MI 45-103]

The Purchaser hereby covenants, represents and warrants as follows to the Issuer
(which covenants, representations and warranties shall survive the closing of
the transactions contemplated hereby) and acknowledges and confirms that the
Issuer is relying on such covenants, representations and warranties in
connection herewith that:

1.

This
Schedule forms part of the Agreement and shall be read and construed together
with the

Agreement.

2.

Where
any capitalized term contained herein and defined in the Agreement is not
expressly

defined
herein, that term shall have the meaning ascribed thereto in the Agreement.
 As used

herein,

a)

"Alberta
Act" means the Securities Act (Alberta), as amended;

b)

"Alberta
Rules" means the Securities Rules of the ASC made pursuant to the Alberta

Act,
as amended;

c)

"ASC"
means the Alberta Securities Commission;

d)

"BC
Act" means the Securities Act (British Columbia), as amended;

e)

"BC
Rules" means the Securities Rules of the BCSC made pursuant to the British

Columbia
Act, as amended;

f)

"BCSC"
means the British Columbia Securities Commission;

g)

"Eligible
Investor" means Eligible Investor" means

a.

a person or company whose

A.

net
assets, alone or with a spouse, exceed $400,000;

B.

net
income before taxes exceeded $75,000 in each of the two most

recent
years and who reasonably expects to exceed that income level

in
the current year, or

C.

net
income before taxes combined with that of a spouse exceeded

$125,000
in each of the two most recent years and who reasonably

expects
to exceed that income level in the current year,

a.

a person or company of which a majority of the voting securities are
beneficially owned by eligible investors or a majority of the directors are
eligible investors;

b.

a general partnership in which all of the partners are eligible investors;

c.

a limited partnership in which the majority of the general partners are eligible
investors;

d.

a trust or estate in which all of the beneficiaries or a majority of the
trustees are eligible investors;

e.

an accredited investor, or

f.

a person or company that has obtained advice regarding the suitability of the
investment and if the person or company is in a jurisdiction of Canada that
advice has been obtained from an investment dealer, securities dealer or their
equivalent, registered under the securities legislation of the jurisdiction;

a)

"Financial
Assets" means cash and securities;

b)

"MI
45-102" means Multilateral Instrument 45-102 -Resale of Securities, as
adopted by

the
ASC and the BCSC;

c)

"MI
45-103 means Multilateral Instrument 45-103 Capital Raising Exemptions, as

adopted
by the ASC and the BCSC;

d)

"Offering
Memorandum" means an offering memorandum in the form required under MI

45-103;

e)

"Related
Liabilities" means liabilities incurred or assumed for the purpose of
financing

the
acquisition or ownership of Financial Assets or liabilities that are secured by

Financial

Assets;

"Securities"
means the Common Shares sold under the Agreement;





Page 106 of 127

---



f)

1.

The
Purchaser is purchasing the Securities as principal under
 [circle applicable paragraph]:

(a)

section 3.1 of MI 45-103 (friends, family and business associates), and the
Purchaser, is:

(i)

a director, senior officer or control person of the Issuer, or of an affiliate
of the Issuer;

(ii)

a spouse, parent, grandparent, brother, sister or child of a director, senior
officer or control person of the Issuer, or of an affiliate of the Issuer;

(iii)

a close personal friend of a director, senior officer or control person of the
Issuer, or of an affiliate of the Issuer;

(iv)

a close business associate of a director, senior officer or control person of
the Issuer, or of an affiliate of the Issuer, or

(v)

a person or company that is wholly owned by any combination of persons or
companies described in paragraphs (i) to (iv);

(b)

section 4.1 of MI 45-103 (offering memorandum), and the Purchaser:

(i)

acknowledges that an Offering Memorandum was delivered by the Issuer in respect
of the purchase of the Securities;

(ii)

has signed and delivered herewith a "Risk Acknowledgment Form", which is
correct and accurate in every particular respect, AND



Page 107 of 127

---





(iii)

if the Purchaser is resident in Alberta, EITHER

(A)

the Purchaser is an Eligible Investor, or

(B)

the Purchaser's aggregate acquisition cost does not exceed $10,000; and

(C)

if the Issuer is a mutual fund, it is one referred to in Section 1.3 of National
Instrument 81-101
 Mutual Fund Prospectus Disclosure.

(c)

section 5.1 of MI 45-103 (accredited investor), the Purchaser is an "accredited
investor" as such term is defined in MI 45-103 by virtue of the fact that the
Purchaser is:

i)

A
Canadian financial institution, or an authorized foreign bank listed in

Schedule
III of the
 Bank Act
 (Canada);

ii)

The
Business Development Bank of Canada incorporated under the

Business Development Bank of Canada Act
 (Canada);

iii)

An
association under the
 Cooperative Credit Associations Act

(Canada)
located in Canada;

iv)

A
subsidiary of any person or company referred to in paragraphs (i) to

(iii)
if the person or company owns all of the voting securities of the

subsidiary,
except the voting securities required by law to be owned

by
directors of that subsidiary;

v)

A
person or company registered under the securities legislation, or

under
the securities legislation of another jurisdiction of Canada, as an

adviser,
or dealer, other than a limited market dealer registered under

the

 Securities Act
 (Ontario;

vi)

An
individual registered or formerly registered under the securities

legislation,
or under the securities legislation of another jurisdiction of

Canada,
as a representative of a person or company referred to in

paragraph
(v);

vii)

The
government of Canada or a province, or any crown corporation or

agency
of the government of Canada or a province;

viii)

A
municipality, public board or commission in Canada;

ix)

Any
national, federal, state, provincial, territorial or municipal

government
of or in any foreign jurisdiction, or any agency of that

government,

x)

a
pension fund that is regulated by either the Office of the

Superintendent
of Financial Institutions (Canada) or a provincial

pension
commission or similar regulatory authority;

xi)

A
registered charity under the
 Income Tax Act
 (Canada;



xii)

An
individual who, either alone or jointly with a spouse, beneficially

owns,
directly or indirectly, Financial Assets having an aggregate

realizable
value that before taxes, but net of any Related Liabilities,

exceeds
$1,000,000;

xiii)

An
individual whose net income before taxes exceeded $200,000 in

each
of the two most recent years or whose net income before taxes

combined
with that of a spouse exceeded $300,000 in each of the two

most
recent years and who, in either case, reasonably expects to

exceed
that net income level in the current year;

xiv)

A
corporation, limited partnership, limited liability partnership, trust or

estate,
other than a mutual fund or non-redeemable investment fund,

that
had net assets of at least $5,000,000 as shown on its

mostrecently
prepared financial statements;

xv)

A
mutual fund or non-redeemable investment fund that, in the local

jurisdiction,
distributes its securities only to persons or companies

that
are accredited investors;

xvi)

A
mutual fund or non-redeemable investment fund that, in the local

jurisdiction,
distributes its securities under a prospectus for which the

regulator
hasissued a receipt;

xvii)

An
entity organized in a foreign jurisdiction that is analogous to any of

the
entities referred to in paragraphs (i) through (v) and paragraph (ix)

in
form and function; or

xviii)

A
person or company in respect of which all of the owners of interests

direct
or indirect, legal or beneficial, are persons or companies that

are
accredited investors.

Page 108 of 127

---





Acknowledged and agreed to this ________ day of _____________________________,
2003.







Name of Purchaser
(please print or type)







Signature







Name and Office Held (if
a Corporation,

Partnership or entity other than an Individual







Soc. Sec. Number (if an Individual)





APPENDIX IV, V & VI



Intentionally Deleted - Not Applicable







Page 109 of 127

---

Exhibit 4.22







NON-TRANSFERABLE WARRANT TO PURCHASE COMMON SHARES



OF



SAMEX MINING CORP.

(Incorporated Under The Laws Of British Columbia)





THIS WARRANT WILL BE VOID AND OF NO VALUE UNLESS EXERCISED ON OR BEFORE
SEPTEMBER 15, 2005





Warrant
        No. 27-
      Holder's Name
      Right to purchase
        ______ Common Shares






THIS IS TO CERTIFY THAT, for value received,
 _____________________________________
, (the "Holder") is entitled to subscribe for and purchase __________ fully
paid and non-assessable common shares of SAMEX Mining Corp. (the "Corporation"),
at any time up to the close of business in Vancouver, British Columbia on
September 15, 2005 at and for a price of $0.40 per share of lawful money of
Canada upon and subject however to the provisions and to the terms and
conditions set forth herein.



The rights represented by this Warrant may be exercised by the Holder hereof, in
whole or in part (but not as to a fractional share of Common Shares), by
surrender of this Warrant at the office of Computershare Investor Services Inc.,
#401 - 510 Burrard Street, Vancouver, B.C., V6C 3B9, together with a certified
cheque payable to SAMEX Mining Corp. in payment of the purchase price of the
number of Common Shares subscribed for.



In the event of an exercise of the rights represented by this Warrant,
certificates for the Common Shares so purchased shall be delivered to the Holder
hereof within a reasonable time, not exceeding ten (10) days after the rights
represented by this Warrant shall have been so exercised, and, unless this
Warrant has expired, a new Warrant representing the number of Common Shares, if
any with respect to which this Warrant shall not have been exercised shall also
be issued to the Holder hereof within such time.



Any certificates issued in the event of an exercise of the rights represented by
this Warrant shall bear the following legend:



"Unless permitted under securities legislation, the holder of the securities
shall not trade the securities before January 16, 2004."



"Without prior 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 Exchange or otherwise in Canada or to or for the benefit of a
Canadian resident until January 16, 2004."



The Corporation covenants and agrees that all Common Shares which may be issued
upon the exercise of the rights represented by this Warrant will, upon issuance,
be fully paid and non-assessable and free of all liens, charges and
encumbrances.  The Corporation further covenants and agrees that during the
period within which the rights represented by this Warrant may be exercised, the
Corporation will at all times have authorized, and reserved, a sufficient number
of Common Shares to provide for the exercise of the rights represented by this
Warrant.







Page 110 of 127

---



-2-





THE FOLLOWING ARE THE TERMS AND CONDITIONS REFERRED TO IN THIS WARRANT:



1.

If any capital reorganization or reclassification of the capital stock of the
Corporation, or the consolidation or merger, or amalgamation of the Corporation
with another Corporation, or the sale of all or substantially all of the assets
to another corporation, shall be effected, then as a condition of such
reorganization, reclassification, consolidation, merger, amalgamation or sale,
lawful and adequate provision shall be made whereby the Holder hereof shall
thereafter have the right to purchase and receive upon the basis and upon the
terms and conditions specified in this Warrant and in lieu of the Common Shares
immediately theretofore purchasable and receivable upon the exercise of the
rights represented hereby, such shares of stock, securities or assets as may be
issued or payable with respect to or in exchange for a number of outstanding
Common Shares equal to the number of Common Shares immediately theretofore
purchasable and receivable upon the exercise of the rights represented hereby
had such reorganization, reclassification, consolidation, merger, amalgamation
or sale not taken place and in any such case, appropriate provision shall be
made with respect to the rights and interests of the Holder of this Warrant to
the end that provisions hereof shall thereafter be applicable, as nearly as may
be, in relation to any shares of stock, securities or assets thereafter
deliverable upon the exercise hereof.  The Corporation shall not effect any
such consolidation, merger, amalgamation or sale, unless prior to or
simultaneously with the consummation thereof the successor corporation (if other
than the Corporation) resulting from such consolidation or merger or
amalgamation or the corporation purchasing such assets shall assume by written
instrument executed and mailed or delivered to the registered holder hereof at
the address of such holder appearing on the books of the Corporation, the
obligation to deliver to such holder such shares or stock, securities or assets
as, in accordance with the foregoing provisions, such holder may be entitled to
purchase.



2.

In case at any time:



(i)

the Corporation shall pay any dividend payable in stock upon its Common Shares
or make any distribution to the holders of its Common Shares;



(ii)

the Corporation shall offer for subscription pro rata to the holders of its
Common Shares any additional shares of stock of any class or other rights;



(iii)

there shall be any capital reorganization, or reclassification of the capital
stock of the Corporation, or consolidation or merger or amalgamation of the
Corporation with, or sale of all or substantially all of its assets to, another
corporation; or



(iv)

there shall be a voluntary or involuntary dissolution, liquidation, or
winding-up of the Corporation;



then, and in any one or more of such cases, the Corporation shall give to the
holder of this Warrant, at least twenty (20) days' prior written notice of the
date on which the books of the Corporation shall close or a record shall be
taken for such dividend, distribution or subscription rights, or for determining
rights to vote with respect to such reorganization, reclassification
consolidation, merger, sale or amalgamation, dissolution, liquidation or
winding-up and in the case of any such reorganization, reclassification,
consolidation, merger, amalgamation, sale dissolution, liquidation or
winding-up, at least twenty (20) days' prior written notice of the date when
the same shall take place.  Such notice in accordance with the foregoing
clause, shall also specify, in the case of any such dividend, distribution or
subscription rights, the date on which the holders of Common Shares shall be
entitled thereto, and such notice in accordance with the foregoing shall also
specify the date on which the holders of Common Shares shall be entitled to
exchange their Common Shares for securities or other property deliverable upon
such reorganization, reclassification, consolidation, merger, amalgamation,
sale, dissolution, liquidation or winding-up as the case may be.  Each such
written notice shall be given by first class mail, registered postage prepaid,
addressed to the holder of this Warrant at the address of such holder, as shown
on the books of the Corporation.

Page 111 of 127

---



-3-





3.

As used herein, the term "Common Shares" shall mean and include the
Corporation's presently authorized Common Shares and shall also include any
capital stock of any class of the Corporation hereafter authorized which shall
not be limited to a fixed sum or percentage in respect of the rights of the
holders thereof to participate in dividends and in the distribution of assets
upon the voluntary or involuntary liquidation, dissolution or winding-up of the
Corporation.



4.

This Warrant shall not entitle the Holder hereof to any rights as a shareholder
of the Corporation, including without limitation, voting rights.



5.

The Warrant holders may not convene a meeting to extend the term of the
Warrants.



6.

This Warrant and all rights hereunder are not transferable.



7.

This Warrant is exchangeable, upon the surrender hereof by the Holder hereof at
the office of the Transfer Agent of the Corporation, for new Warrants of like
tenor representing in the aggregate the right to subscribe for and purchase the
number of shares which may be subscribed for and purchased hereunder, each of
such new Warrants to represent the right to subscribe for and purchase such
number of Common Shares as shall be designated by such Holder hereof at the time
of such surrender.



IN WITNESS WHEREOF SAMEX Mining Corp. has caused this Warrant to be signed by
its duly authorized officers under its corporate seal and this Warrant to be
executed this 15th day of September, 2003.





SAMEX MINING CORP.





Per:

_________________________



JEFFREY P. DAHL

President



c/s



_________________________

LARRY D. McLEAN

Vice President, Operations





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FORM OF SUBSCRIPTION

(To be signed only upon exercise of Warrant)



To:

Computershare Investor Services Inc.

#401 - 510 Burrard Street

Vancouver, BC

V6C 3B9



The undersigned, the holder of the within Warrant, hereby irrevocably elects to
exercise the purchase right represented by such Warrant for, and to purchase
thereunder _____________ Common Shares without par value in the capital of SAMEX
Mining Corp. pursuant to this Warrant at $0.40 per share if subscribed for at
any time up to the close of business in Vancouver, British Columbia on September
15, 2005 and herewith make payment of $____________ (Canadian funds) therefor,
and requests that the certificates for such shares be issued in the name of, and
delivered as follows:



|Name In Full | Address | No. of Shares
|------------ | ------- | -------------
|             |         |              





DATED this ___ day of _____,___________







(Print
Name of Purchaser)





(Authorized
Signature)





n/a

(Official
Capacity if Signatory for a Corporation)





(Address)









Total number of shares called for on the face of the Warrant
      _______Number of shares for which the Warrant is being exercisedNumber of shares remaining on the Warrant




Page 113 of 127

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Exhibit 4.23

(English translation from Spanish)



UNILATERAL PURCHASE OPTION CONTRACT COVERING MINING CONCESSIONS



MINERA SAMEX CHILE S.A.

TO

COMPANIA MINERA Y COMERCIAL SALI HOCHSCHILD S.A.



IN SANTIAGO DE CHILE, on November 06, of the year two thousand and three, before
me, EDUARDO AVELLO-CONCHA, Notary Public and Holder of the Twenty-seventh Notary's
Office of Santiago, with place of business at number zero one five three Orrego
Luco street, District of Providencia, appears as of one part, Mr. Joaquin Errazuriz-Hochschild, Chilean, married, chemical engineer, holder of national
identification card number 6.065.332-1, acting in representation, as it shall be
accredited, of COMPANIA MINERA Y COMERCIAL SALI HOCHSCHILD S.A., a Chilean
corporation engaged in the line of business of its denomination,  Tax
Registration  Number ninety million eight hundred and fifty three thousand
dash four, both  domiciled in this city at calle Roman Diaz No 205,
suite 301, commune of Providencia, Santiago (hereinafter also referred to as "SALI
 HOCHSCHILD" or the "Offerer", and as of the other part, Mr.
Francisco Vergara-Irarrazaval, Chilean, married, lawyer, holder of
identification card number 6.063.548-K, acting in representation, as it shall be
accredited, of MINERA SAMEX CHILE S.A., a Chilean corporation engaged in the
line of business of its denomination,  Tax Registration Number ninety nine
million five hundred and two thousand seven hundred and seventy dash four, both
domiciled in this city, number two hundred and seventy seven Padre Mariano
street, Suite five hundred and two, district of Providencia, Santiago
(hereinafter also referred to as "SAMEX" or the "Beneficiary"); both
appearing parties being of age and having accredited their identity by means of
the above mentioned cards and WITNESSETH: CLAUSE ONE:   The Mining
Concessions and Offerer Prior Representations:  (ONE)  By means of the
present act and instrument, SALI HOCHSCHILD represents that as of the date
hereof it is the owner of a one hundred per cent of the mining concessions on
exploitation specified below: (ONE  POINT ONE)  
 "Leonor 1 a 3"
 , located in Sierra Negra, District and Province of Copiapo, Third Region,
National Register of Mining Concessions number zero thirteen dash zero three two
 zero one two four eight nine dash  one, covering a total area of
 fifteen hectares, whose judicial decision on constitution and survey act
 is recorded in folio fifty four number sixteen of the Property Record kept
by the Mining Registrar of Copiapo corresponding to the year nineteen
 hundred and eighty seven. The dominion in favor of SALI HOCHSCHILD in
respect of the above specified mining property corresponds to the same recording
of the above mentioned judicial decision on constitution and survey act. (ONE
POINT TWO)
 "Milagro 1 al 20"
 , located in Sierra Negra, District and Province of Copiapo, Third Region,
National Register of Mining Concessions number zero  thirteen dash zero
three two zero one two four one six dash six, covering a total area of one
hundred hectares, in whose respect  the judicial decision on constitution
and survey act  is recorded in folio four hundred   and twenty
one   overleaf  number eighty six  of the Property Record
kept by the Mining Registrar of Copiapo corresponding to the year nineteen
 hundred and eighty  four. The dominion in favor of SALI HOCHSCHILD in
respect of the above specified mining property is recorded in folio three
hundred and ninety four overleaf number seventy nine of the Property Record kept
by the Mining Registrar of Copiapo corresponding to the year nineteen hundred
and eighty six. (ONE POINT THREE)
 "Santa Rosa 1 al 20"
 , located in Sierra Negra, District and Province of Copiapo, Third Region,
National Register of Mining Concessions number zero thirteen dash zero three two
zero one two four nine zero dash five, covering a total area of ninety four
hectares, in whose respect the judicial decision on constitution and survey act
is recorded in folio is recorded in folio one thousand two hundred and eighty
three overleaf number two hundred and thirty six of the Property Record kept by
the Mining Registrar of Copiapo corresponding to the year nineteen
 hundred and ninety one. The dominion in favor of SALI HOCHSCHILD in
respect of the above specified mining property is recorded in the
  judicial decision on constitution and survey act above referred to.
(TWO)   By means of the present act and instrument, SALI HOCHSCHILD in
turn declares in good faith and to his faithful knowledge and understanding,
that the mining concessions on exploitation specified in  above numbers One
Point One, One Point Two and One Point Three, hereinafter referred to as the "Mining
Concessions" (a) are  currently in effect, being located in open and
non-cultivated grounds of the District of Copiapo, Province of Copiapo, Third
Region;  (b)  Offerer has had and has  an exclusive and justified
dominion over them and the properties are not superimposed on the same ground to
the right of any third party that could   qualify that third party to
explore or to exploit any substance susceptible of a mining concession; (c) The
mining concessions were acquired at a  fair title, in good faith ,
according to the law, regulations and other applicable rules; all transfers on
dominion thereof have been

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legally  effected and nobody could  claim on a sound basis  any
rights or denounce any defects; (d)  The process of constitution thereof
has been  carried out   pursuant to  law number eighteen
 thousand  two hundred and forty eight and its Regulations and the
other applicable rules currently in force; (e)  The properties are free
from any mortgages, encumbrances, prohibitions, promises and options of any
nature, from lessees and occupants at any title; (f) The pertinent mining
patents have been paid in due course and form and according to the corresponding
amounts; (g) There is no pending lawsuit  that  as concerns the Mining
Concessions Offered is a party or  intervenes as a third party;
furthermore, no pending judicial actions are known that could affect the Mining
Concessions, nor are there any pending judicial actions that could in any way
are or  could be related to the Offerer or the Mining Concessions, nor
 any pending judicial actions that, because of being pending,  could
affect the dominion by the Offerer in respect of the Mining Concessions; (h) No
other mining concessions either constituted or under processing exist or are
known to the date hereof, owned by the Offered and /or by related persons -
  it being understood as such for the effects hereunder, those
stipulated in article one hundred of Law number eighteen thousand and forty
five, Law on Market Securities -  which are in effect in the area covered
by said mining properties;  (i) Offerer or the persons related to it do not
possess nor are owners or holders of rights of any kind over superficial
  properties or water rights that could exist or  actually exist
in the area covered by said mining properties; (j)   The Mining
Concessions   have been duly recorded in the Inventory of mining
concessions kept by the
 Servicio Nacional de Geologia y Mineria
 .  The parties leave on record that the circumstances and facts represented
by Offerer in the preceding paragraphs have been determinant   in
order that SALI HOCHSCHILD and SAMEX formalize the entering into of the present
contract. Likewise, and in what concerns the Beneficiary, the truthfulness and
effectiveness of said declarations shall be determinant toward the future
subscription of the proposed purchase and sale contract.   CLAUSE TWO:
 Unilateral Purchase Option.  In this act and by means of the present
instrument, Offerer irrevocably offers and unilaterally commits itself to sell,
assign and transfer to the Beneficiary the Mining Concessions which has been
indicated in Clause One of this Contract that SAMEX shall in the future accept
to purchase and acquire from it. To the above mentioned effects, Offerer in turn
expresses     from now on its consent   to the
eventual purchase and sale of said mining properties. Beneficiary, on its part,
accepts said option and reserves itself the faculty to freely exercise it within
the term and according to the conditions stipulated in this Unilateral Purchase
Option Contract covering Mining Concessions (hereinafter also referred as the "Contract"). CLAUSE THREE:  Power Assisting SAMEX.  By virtue of
the unilateral nature of the present Contract and pursuant to the provisions of
article one hundred and sixty nine of the Mining Code, SAMEX shall have the
option to enter into or not the purchase of the Mining Concessions specified in
clause one of this instrument, which Offerer has irrevocably proposed and
offered to it in this instrument, a right that SAMEX can exercise as Beneficiary
of the present Contract, in accordance with the following:  (ONE)
Requirement to be satisfied by SAMEX in order to exercise the purchase option:
 (a) SAMEX   may opt for the offered sale within the terms agreed
upon hereunder, provided it has timely paid in full on the
  stipulated date, all the installments of the price referred to in
number (One) of Clause Four of this instrument, or (b) SAMEX may opt for the
sale previously offered   on any of the dates stipulated for payment
of the price installments  stipulated in number (One), Clause Four of this
instrument, provided that in  the same act of acceptance of the irrevocable
offer it pays all the price installments stipulated  in said Clause which
are  outstanding   because  the term for payment thereof is
 then pending or in effect.  In any of the stipulated
 modus operandi
, for cases (a) or (b) above, SAMEX should pay the total and single price of two
hundred and thirty thousand dollars of the United States of America according to
the provisions   form  stipulated in the following Clause Four.
(TWO)  Term for exercise of the Purchase Option.  If  Beneficiary
  decides to accept and  subscribe the offered purchase and sale,
SAMEX  shall (i)  in the case of letter (a),  express said
decision by means of public deed, at any time within the terms  that
becomes effective  as of the date of subscription of the present Contract
and that ends  in  the non-limited term of ninety calendar days
counted from the date of payment of the last installment of the price, as
stipulated in  number (One) of the following Clause Four, whereby the
offered purchase and sale operation shall be fully perfected; or (ii) in the
case of letter (b),   SAMEX should  express such decision by
 means of a public deed at any time within the term of commencing on the
date of subscription of the present Contract and which ends in the non-limited
  term of ninety calendar days counted from the  day of  the
advanced payment of all the price installments stipulated in Clause Four which
are outstanding  because  the term for payment thereof is then pending
 or in effect, whereby the offered purchase and sale operation shall be
fully perfected.  (THREE) The public deed on acceptance of the offer,
whereby the final purchase and sale shall be perfected, shall be executed
   before the Notary Public of Santiago who subscribes the
present deed or the Notary who replaces the former in the Twenty-seventh Notary's
Office of Santiago.  (FOUR)  Upon subscription of the present Contract
and at any time within the same term stipulated in number (Two) of this clause,
SAMEX is entitled to express its decision not to enter into the proposed
purchase and sale and not to continue persevering in the rights and obligations
set forth hereunder, a decision that SAMEX shall express by means of a notice
(hereinafter the

Page 115 of 127

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"Abandonment Notice") given in writing to Offerer or its representative,
which shall be send with an advance of thirty calendar days  from the date
said abandonment becomes effective;  as of this moment, the  price
installments and the annual mining patents shall cease to be accrued, whose
dates   are then lapsing or are subsequent to the effective
abandonment date, as is more clearly  provided for in Clause Seven below.
  The Abandonment Notice shall be made by means of a public deed
executed  before the  Notary Public who authorizes the present deed or
his replacement, as stipulated in above paragraph (Three). This  deed
should be noted on the margin of the recording  that   shall be
made  in the Registry kept by the competent Mining Registrar, as a
consequence of the present Contract. The notarial fees incurred by reason of the
Abandonment Notice shall be chargeable to SAMEX.  (FIVE)  It shall be
also understood that, pursuant to the same above mentioned effects, that SAMEX
has desisted to enter into the proposed purchase and that it has determined not
to continue persevering in the rights and obligations established hereunder, in
case it omits the timely and full payment of any of the price installments
referred to in letters (b) to (d) of the following Clause Four, and payment of
said installment shall not be enforceable in any way.  (SIX)  Once the
abandonment has been formalized by virtue of the above mentioned provisions,
this unilateral purchase option shall    expire by law and shall
cease to produce legal effects, except for the following:  (a) Offerer
shall not be bound in any case to return or reimburse moneys that at any title
or reason have been paid to by the Beneficiary prior to the occurrence of any of
the effects of termination indicated in above numbers (Four) and (Five), and (b)
SAMEX should   perform all the obligations set forth in number (Seven)
of this Clause. (SEVEN)   In the event this Contract is terminated
pursuant to numbers (Four) or (Five) of the present clause, at the simple
requirement made by Offerer, SAMEX shall issue within the maximum germ of thirty
calendar days counted from the date of said requirement, a public deed whereby
all recordings, sub-recordings and annotations made in the Registries of the
competent Mining Registrar shall be released and cancelled, which are the
consequence of this Contract or otherwise relate to it, as is expressed in
greater detail in Clause Twelve of this instrument. All cancellation and release
expenses indicated in this number shall be to SAMEX exclusive account.
 CLAUSE FOUR:  Price of the Proposed Purchase and Sale. (ONE)
 The single and total price of the propose purchase and sale operation
regarding the Mining Concessions specified in Clause One of this instrument is
the sum of two hundred and thirty thousand dollars of the United States of
America, payable in its equivalent in local currency at the exchange rate for
the  "Observed Dollar" prevailing on the effective payment day,
according to the amounts and dates shown below:  (a) The sum of thirty
thousand dollars of the United States of America, in its equivalent in local
currency, which on the date hereof amounts to _____ pesos, which   the
representative of the Offerer receives in this act in cash funds  to his
entire and full satisfaction; (b)  On October thirty one of the year two
thousand and four, the amount of fifty thousand  dollars of the United
States of America, in its equivalent in local currency; (c)  On October
thirty one of the year two thousand and five, the amount of fifty thousand
 dollars of the United States of America, in its equivalent in local
currency; (d) On October thirty one of the year two thousand and six, the amount
of one hundred thousand  dollars of the United States of America, in its
equivalent in local currency. (TWO)  Payment of the price installment
 indicated in letter (a) of above number (One) , which the Beneficiary has
effected on the date of subscription of the present Contract, constitutes the
minimum commitment assumed by SAMEX, while payment of the price installments
indicated in letters (b) to (d) of above number (One) shall be optional and in
no case  compulsory for  the Beneficiary, pursuant to the terms and
conditions stipulated hereunder, unless SAMEX wishes to persevere in this
Contract, in which case it should pay all of the price installments within the
stipulated term,  whereby it should  acquire the corresponding
optional right for the time lapsed until maturity of the following installment.
(THREE)  The acceptance and entering into of the proposed purchase and sale
shall take place once all the price installments  stipulated in letters (a)
to (d) of the above number (One) have been timely paid  in full.
 (FOUR) Payment of each of the above mentioned price installments shall be
made in the offices of the authorizing Notary Public, against the subscription
of a Receipt public deed.  (FIVE)  In the cases mentioned in numbers
(Four) and (Five) of the preceding Clause Three, or in case when the Beneficiary
expresses at any time its express decision not to enter into the offered
purchase and sale, or in case Beneficiary does not pay any sum at all of a price
installment and the terms for payment have lapsed, such cases shall not
  entail any responsibility of any kind for SAMEX  and
consequently,  they shall not  produce any damage of any nature
whatsoever to SALI HOCHSCHILD.  Notwithstanding the foregoing, Offerer
shall  retain the  amounts paid to it by SAMEX by concept of price
 installments or annual mining patents  covering the mining
properties, and SAMEX hereby expressly waives the reimbursement of said
payments, which shall moreover and if pertinent be always understood as a
single, total and full indemnity  of resulting damages, loss of profit or
damages of any kind, whether material or eventual, present or future, that SALI
HOCHSCHILD could have   suffered by reason of the present Unilateral
Purchase Option Contract.  CLAUSE FIVE:  Advanced Royalty.  In
the event that SAMEX has exercised the offered purchase option in an early date
or on the corresponding dates and it has acquired the dominion of the Mining
Concessions specified in the First Clause of this instrument, it shall pay to
SALI HOCHSCHILD an

Page 116 of 127

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"Advanced Royalty", pursuant to the terms and conditions stipulated in the
following numbers. (ONE)   After    fifty months have
lapsed from the date of the present Contact -December thirty one two thousand
and seven- and provided SAMEX has exercised the offered purchase option in an
anticipated Manner or on the corresponding dates, SAMEX shall eventually pay to
SALI HOCHSCHILD an Advanced Royalty that shall correspond  to an annual
amount of one hundred     thousand dollars of the United
States of America, in its equivalent in local currency, for every year until
 a total amount is completed, by concept of payment of   the
Advanced Royalty of five hundred thousand dollars of the United States of
America. (TWO) SALI HOCHSCHILD recognizes and accepts, without prejudice to the
stipulation in number (One) of the present clause, in the event that SAMEX
unilaterally decides to
 ipso facto
 terminate all and each of the obligations assumed with SALI HOCHSCHILD
 then in force in relation to the Mining Concessions specified in  the
First Clause, SAMEX shall be released from any responsibility, especially its
obligation to pay  non-accrued installments of the Advanced Royalty
referred to in this clause. Notwithstanding the foregoing, and duly bearing in
mind that on that date SAMEX shall eventually be the owner of the mining
properties, SAMEX shall return the above specified mining Properties to SALI
HOCHSCHILD and the latter, in turn, shall retain all the amounts eventually paid
to it by SAMEX by all the concepts and obligations stipulated hereunder, and
SALI HOCHSCHILD shall not be entitled to any indemnity whatsoever, including
resulting damages, loss of profit or damages of any nature, either material or
eventual, present or future, which it could have suffered  by reason of
 the actual decision not to persevere in this mining project and to return
the mining properties. Although the payment of the Advanced Royalty agreed upon
in this clause is of a conditional and/or aleatory nature, and   for
the same reason no action for avoidance derives therefrom, and even in case said
Advanced Royalty is accrued, SALI HOCHSCHILD hereby expressly waives said action
for avoidance.  (THREE)  Considering that the payment that is stated
in this Clause Five constitutes an advance payment of the Royalty that it is
indicated in Clause Six, SAMEX shall have the right to deduct from each
quarterly payments made in account of the Royalty payments an amount equivalent
to twenty five per cent of each installment of the Royalty until  five
hundred thousand dollars have been totally repaid to SAMEX as Advanced Royalty.
 CLAUSE SIX:  Royalty.   In the event that the Beneficiary
exercises the offered purchase option and has acquired the dominion of the
Mining Concessions specified in the First Clause of this instrument and
commences "Commercial Exploitation" on such Mining Concessions, subject to
the  fulfillment of the conditions referred to in the following numbers,
SAMEX shall, after the "Commencement of Commercial Exploitation", pay a "Royalty"
to SALI HOCHSCHILD the "SALI HOCHSCHILD Royalty", which shall consist in a
sum equivalent, for the production of copper or other payable metal which is
economically recoverable, whose price per pound of metal is  lower than one
dollar of the United States of America to one point five per cent  and, for
the production of gold and silver or another payable metal which is economically
recoverable, whose price per pound of metal is higher than one dollar of the
United States of America, to two per cent  of the Returns or Smelting Net
Income that SAMEX effectively receives by concept of  products recovered
from the ore extracted from the Mining Concessions; solely to the effects of the
present  clause, the latter shall be referred to as the "Acquired Mining
Properties".  (ONE) For "Smelter Net Return or Income"  or also "Net Smelter Return" or
"NSR",  it shall be understood the income
that SAMEX has received from any independent Refining Plant or Smelting Plant
under an order or from another final buyer, for the treatment, sale and/or any
other form of disposition or transfer of the ores, concentrates, precipitates,
cathodes, ingots and/or minerals (hereinafter the "Products")  that
have been mined and extracted from the Acquired Mining Properties,
 successively and without the possibility of a duplication,
  deducting  from said income the following charges and costs:
 (a) Products transportation  charges and costs, regardless of the
carrier, from the Acquired Mining Properties to the Smelting or Refining Plant
or another final buyer; (b)  cost of samples,  assays,
 representation and arbitration incurred or demanded in relation to the
sampling and assays performed after the Products have  left the Acquired
 Mining Properties;  (c) all charges, deductions and fines incurred by
the Products by concept of  smelting, refining and/or  a similar
treatment; (d)  costs, charges or deductions in respect of the sale and/or
marketing of the Products; (e) insurance cost covering the Products  after
they have left the Acquired Mining Properties and (f) government royalties,
Customs duties and any other present or future taxes levied on the sale,
consumption, production, import, export, extraction,
 ad-valorem
, goods and services taxes and others   affecting the Products, except
for the income tax, if  said chares are based on the production of the
Products or paid out of received net  or gross profits or otherwise
introduced  as deductions  therefrom. (TWO)  The above defined
Royalty shall be paid on quarterly basis to SALI HOCHSCHILD, with the first
payment being made at the end of Samex's first full fiscal quarter following
the date of Commencement of Commercial Production, as  stated below, and
its amount shall be settled and determined  according to the following
provisions:  "Commercial Exploitation" shall mean the production and
shipment of Products from the Acquired Mineral Concessions at any time after the
date of Commencement of Commercial Exploitation on a reasonably regular and
sustained commercial basis for the purpose of earning revenue,

Page 117 of 127

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provided that bulk sampling or pilot plant operations, the mining or milling of
ore in connection with such bulk sampling or pilot plant operations, production
and shipment of Products for testing purposes, shall not be considered
Commercial Exploitation.  Commercial Exploitation shall be deemed to
commence (the "Commencement of Commercial Exploitation") on the first day
after the first consecutive 30 day period during which Products have been
shipped from the Property on a reasonably regular basis for the purpose of
earning revenues provided that, if any mill, crusher, concentrator or other
processing facilities is constructed on or in the proximity to the Acquired
Mineral Concessions for the purpose of processing of ore produced from the
Acquired Mineral Concessions (a "Mill"), such period shall not commence
until after the start up, commissioning and initial tune-up of the Mill which
shall be deemed to occur after the Mill has operated for at least 30 of 40
consecutive days at not less than 60% of its rated capacity.   (THREE)
To the effects of determining the Net Smelter Net Return, SALI HOCHSCHILD hereby
recognizes and accepts:  (a) That SAMEX shall be entitled to market and
sale or to abstain from selling Products to third parties in any of the forms it
could elect, including the sale of gold and silver to the commodities market;
(b) That SAMEX shall be entitled to  effect forward sales, enter into
futures contracts or commodity options as well as to agree on price hedging,
price protection and other similar marketing systems  that
  could eventually commit the possible delivery of the Products and
 in whose respect, SALI HOCHSCHILD shall not be entitled to participate in
any profit originating in this concept nor shall be bound to share the losses
resulting from said activities; (c) That if the Products are molten and/or
refined by SAMEX or sold to, or molten and/or refined by a third party
 being a SAMEX related person, by virtue of the provisions of article one
hundred of the Law on Security Markets it shall be deemed to these effects that
the Products have been sold or molten and7or refined, as is the case, at the
average net value that other buyers or smelting  or refining plants are
 generally willing to pay or smelt and/or refine in the market. Of products
having a similar grade and quality, on the same date of the Products sale,
smelting and/or refining; (d)  That if SAMEX uses its own equipment or
 leases equipment or uses those of a related person to transport the
Products, the transport costs of the Products shall not exceed  the rates
quoted by other reliable and competent carriers who are willing and have the
capacity to transport such Products; and  (e) That if SAMEX  markets
or sells the Products through a related person, the costs and charges indicate
din number (One) of this clause shall not exceed those that a non-related person
usually charges  for  similar services in the mining industry.
  (FOUR) SAMEX shall keep adequate accounting books and the other
records and vouchers  that support all  matters pertaining to the
calculation of the Royalty  as well as the other documents   that
permit their reasonable verification.  The Net Smelter  Return
 shall be calculated at the closing of each calendar quarter  with the
income received from the production of the Products during that period and
 from thereafter at the closing of each subsequent calendar quarter during
which income is received, the Royalty  shall be calculated in the above
mentioned form.  The Royalty  existing  during the respective
production quarter shall be liquidated and paid by SAMEX  within the
initial thirty days of the following  calendar quarters. Payment of the
Royalty shall be accompanied by a "Royalty Quarterly  Report", which
shall cover all matters being relevant to the calculation and the reasonable
verification of the Royalty for the quarter  whose payment is settled. By
way of supplement to the above, SAMEX shall elaborate on annual basis a "Royalty
Annual Balance", which shall summarize the payments made during the
  quarters of the calendar year under liquidation, which shall in turn
be supported by a "Royalty Annual Report". This report shall gather all
 necessary and sufficient  background data an documents for
determining jointly the origin of the Products, the value  that has
corresponded to the Royalty in the ending calendar year. Upon completion or a
calendar year of production, SAMEX shall send to SALI HOCHSCHILD the Royalty
Annual Balance and the Royalty Annual Report corresponding to the production
year   then ended.   Once SAMEX has  sent the Royalty
Annual Balance and the Royalty Annual Report, SALI HOCHSCHILD shall have  a
deadline of thirty  calendar days to object them, which the latter
 shall inform in writing to SAMEX within the above mentioned term and, in
the absence of such objections, it shall be understood that SALI HOCHSCHILD
  has definitively and fully approved the Royalty Annual Report and
consequently, that it has expressed its acceptance and agreement with respect of
the Royalty Annual Report, as well as of all and each of the Royalty payments
made in the quarters of the production year whose payment is being settled.
Notwithstanding the above, and in the event  that SALI HOCHSCHILD has
objected the    Royalty Annual Report and said objections have
been  made in writing within the stipulated term, SAMEX and SALI HOCHSCHILD
 shall have additional sixty calendar days to finally settle the objection
or controversy that has arisen.   Should this be the case, SALI
HOCHSCHILD shall be entitled to examine additional documentation in relation
that that submitted with the objected Royalty Annual Report, provided said audit
is performed to the account and charge of SALI HOCHSCHILD by persons who have
been previously authorized by SAMEX and  with  respect to documents
that bear a strict relationship with the Royalty Annual Balance and/or the
Royalty Annual Report   covering the objected period. Is as a result
of this audit  a difference would exist between the amount paid by concept
of Royalty in a respective quarters versus the amount  effectively payable,
said difference shall be paid by SAMEX

Page 118 of 127

---

within the initial thirty days following the completion of the audit, which has
 irrefutably   made  such difference evident, or within the
initial thirty days  following the agreement or arbitration decision
 that  terminates the instance in which the objection  to the
Royalty Annual Report is discussed. (FIVE)   SALI HOCHSCHILD
 shall be entitled to the Royalty for a period of up to thirty years
counted from the date of the present Contract  (ending on November 06,
2033) or for  the duration of the  Commercial Exploitation of the
Acquired Mining Concessions, whichever is first. (SIX)   As of the
date hereof and  by means of the present instrument, SALI HOCHSCHILD
irrevocably offers and unilaterally  commits itself  to sell, assign
and transfer to SAMEX the Royalty agreed upon in the present clause; this shall
be the sole and exclusive right that SAMEX may exercise at any time  as of
the date on which it has accepted the offered purchase and has acquired the
dominion of the Mining Concessions specified in Clause One of the present
instrument.  In the event that SAMEX has acquired the dominion of the
Mining Concessions and has decided to materialize the purchase of the offered
Royalty, it shall  inform such decision in writing to SALI HOCHSCHILD, in
order that subsequently and within the following sixty days counted from the
date of receipt of said communication, the public deed whereby the sale,
assignment and transfer of the Royalty offered by SALI HOCHSCILD  by means
of the present act and instrument is duly formalized. To these effects, the
parties hereby agree that the single and total price of the purchase of SALI
HOCHSCHILD Royalty shall be the sum of one million eight hundred  thousand
dollars of the United States of America, in its equivalent to local currency,
which shall be paid by a  sight bill at sight issued to the name of COMPANIA MINERA Y COMERCIAL SALI HOCHSCHILD S.A., according to the exchange
rate "Observed Dollar"  prevailing on the payment day.  The public
deed on formalization of the above referred purchase and sale operation shall be
executed before the Notary Public who executes the present deed or his
successor.   (SEVEN)  Moreover, the parties leave on record that
the offer made by SALI HOCHSCHILD  to sell, assign and transfer to SAMEX
the Royalty agreed upon in the present clause according to the above stipulated
terms and conditions is a sole, exclusive and preferential right of SAMEX ;
therefore, during the life of the present contract  and
    the contract on the offered purchase and sale, SALI
HOCHSCHILD shall be unable to sell, assign and transfer to third parties and/or
to related persons and/or their respective shareholders, the whole or part of
Royalty owned by it. Likewise, the parties leave on record that, in the event
this Contract expires  pursuant to number (Four) ore (Five) of Clause Three
of the present instrument, the sole, exclusive and preferential right of SAMEX
to acquire said Royalty from SALI HOCHSCHILD shall   expire
  according to law and shall cease to produce legal effects from the
very instant of  the termination of the present Contract;
 consequently, SAMEX shall not be bound  before SALI HOCHSCHILD to
make payments or indemnities of any nature whatsoever due to  damages
resulting from a contractual breach, loss of profit or damages of any nature,
either material or eventual, present or future, which SALI HOCHSCHILD
  could have experienced by reason of the instant number, or by any
other reason related thereto,  and shall have no obligation   to
make any additional payment.  CLAUSE SEVEN:   Mining Patents
  Covering   Periods Subsequent to the Subscription of the
Present Contract.  (ONE)   While the Beneficiary has not
expressly stated its intention not to enter into the offered purchase or its is
not understood that it has done so, pursuant to the terms of numbers (Four) and
(Five) of Clause Three of this instrument, the provision of funds
  for payment of the annual patents covering the Mining Concessions
specified hereunder shall be chargeable to it in respect of the periods
following the subscription hereof. With a view to materialize the foregoing,
SALI HOCHSCHILD  shall send to the Beneficiary a payment form  for the
annual  patent of the Mining Concessions as soon as it  receives it
and in any case, at the latest on March 20 of  each year. (TWO)
 Accordingly, once   SAMEX has received the payment forms for a
respective period, it shall render effective the payment of the annual mining
patent covering the Mining Concessions, at any time between days one and thirty
one of Mach  of the corresponding year. (THREE)  Upon payment of said
mining patents by SAMEX, a copy of the duly paid payment vouchers shall be sent
to SALI HOCHSCHILD.  Remittance of the payment vouchers shall take place
within the thirty days following the date of payment  by SAMEX of the
annual mining patents for the corresponding period.  CLAUSE EIGHT.
Exclusive Exploration Right.  (ONE)    As of this date and
while the Beneficiary maintains its optional right in force, SAMEX shall have
the possession of the Property and the exclusive right to undertake in it all
kind of reconnnaissance and geological prospection works, such as trenches,
pits, drifts,  geophysical, geochemical works, all kind of borings and, in
general, all the necessary exploratory works conducive to  complete a
qualitative and quantitative evaluation of the mineral resources that could
exist in the Mining Concessions; SALI HOCHSCHILD shall be bound  from then
on to  grant all kind of facilities in order that the Beneficiary
 performs the above mentioned works and research.   (TWO)
 For purposes of carrying out the reconnaissance, prospection and other
geological exploratory works referred to in the preceding paragraph (One), SAMEX
shall be authorized by the Offerer to introduce in the Mining Concessions under
its exclusive  responsibility and risk, all kind of vehicles, equipment and
machinery, either its own or belonging to third parties, and to install all the
types of camps that are necessary for the welfare of the personnel
 collaborating in said  duties. To these effects,

Page 119 of 127

---

Offerer leave on record that at present no installations or camps belonging to
it or to third parties exist in the Mining Concessions. (THREE) As of this date
and during the life of this    contract, SALI HOCHSCHILD commits
itself not to undertake, either by itself or through third parties any mining
activity whatsoever in the area of the Mining Concessions.  CLAUSE NINE:
 Other Obligations of SALI HOCHSCHILD.  (ONE)  In its capacity as
owner, SALI HOCHSCHILD shall timely undertake, as is the case, all the actions,
formalities and arrangements that are necessary or pertinent for the proper and
due protection of the Mining Concessions, such as the opposition to the
  application applications and/or nullity claims of superimposed
concessions and the replacement of milestones and boundaries, as well as those
concerning the processing and/or renewal of the mining concessions that SALI
HOCHSCHILD could eventually establish, either per se or through third parties,
in the area of the Mining Concessions to protect the rights of SAMEX in the area
covered by the Mining Concessions. (TWO)  Without prejudice to the
foregoing and in the event that SALI HOCHSCHILD   could not or does
not wish to perform the actions and formalities stipulated in above number
(One), it shall empower SAMEX to proceed to all the arrangements and other
formalities   that SALI HOCHSCHILD should have performed as owner of
the Mining Concessions which are the subject matter of this Contract.  To
the effects of the foregoing, SALI HOCHSCHILD confers in this act and by means
of the present instrument, a special power of attorney at no cost to SAMEX, as
broad as required by law, in order that SAMEX    through its
agents or the specially appointed attorneys, represent SALI HOCHSCHILD either
judicially or extra-judicially and so that they   perform in their
respective name all the arrangements, actions, formalities and proceedings that
are necessary or conducive toward the proper constitution and protection of the
Mining Concessions, and SAMEX shall be entitled to such effect with the
attributions of both paragraphs of article seven of the Code of Civil Procedure,
which are deemed to be reproduced herein.    It is left on record
that the granting of this power of attorney to SAMEX under no circumstance shall
bind it to exercise same, and should it be exercised, SAMEX shall be exempted
from rendering account thereof and it does nor revoke other powers of attorney
that   could have been previously conferred on it. At the same time,
it is left on record that in the actions that SAMEX could eventually perform by
virtue of this number, SALI HOCHSCHILD shall not be entitled to demand
indemnities of any class or nature to SAMEX:  (THREE) All expenses
originating in the performance by SALI HOCHSCHILD of the obligations stipulated
in this clause, as well as the expense involved in the constitution and
protection of new mining properties or concessions for exploration over grounds
located inside the area of the Mining Concessions and that SALI HOCHSCHILD files
at the prior, express and written request of the Beneficiary shall be to the
exclusive charge and account of SAMEX.  (FOUR)    In the
same way and in order that SAMEX may perform by itself and to its own cost all
the actions, formalities, arrangements and others that are necessary or
pertinent towards the obtaining from the competent authority the environment
approval of a project or activity associated to the Mining Concessions should be
made according to Law number nineteen thousand three hundred and its
Regulations, as well as toward the procuring of other sectoral environmental
permits set forth in other laws and regulations  with environmental
jurisdiction, SALI HOCHSCHILD confers in this act and by means of the present
instrument, a special power free of cost to SAMEX, as broad as it is required
 at law,  in order that the latter, through its agents or the
specially appointed attorneys, represent SALI HOCHSCHILD  judicially or
extra-judicially and  so that they can  perform in their respective
name, whenever pertinent, all the arrangements, formalities and actions that are
necessary or conducive to the above mentioned environmental purposes.  It
is left on record that the granting of this power of attorney to SAMEX in no
case shall bind it to its exercise, and should it exercise it, SAMEX shall be
exempted from rendering an account and it does not revoke other powers that have
been previously granted to it.   CLAUSE TEN:  Form of the Sale
and Title Clearance.  The Mining Concessions shall be sold "as is", in
the condition they are found on the date of subscription of the present
contract, with all their uses, rights, usage, and affirmative and negative
easements, free from mortgages, encumbrances, prohibitions, lawsuits,
attachments, action for avoidance, contracts covering the delivery of ores,
rental, option and promise contracts of any nature, without tenants and
occupants at any title or any other kind of acts, encumbrances, real or personal
rights that prevent the free use, enjoyment, disposition and delivery of the
Mining Concessions, and SALI HOCHSCHILD shall respond for the title clearance in
accordance to the law.  CLAUSE ELEVEN:  Guaranties.  (ONE)
 With a view to guaranteeing the performance of the obligations stipulated
for the Offerer in this Unilateral Purchase Option Contract. SALI HOCHSCHILD
hereby establishes in favor of SAMEX a first-class mortgage and the prohibition
to encumber and dispose of and to enter into any acts and contracts without the
prior written consent of SAMEX, over the Mining Concessions for exploitation
owned by it, as specified in number (One), Clause One of this instrument. (TWO)
the foregoing is without prejudice to the recording of this Contract in the
Registry of Mortgages and Encumbrances kept by the competent Mining Registrar.
(THREE)   In the event this Contract is terminated according to
numbers (Four) or (Five), Clause Three of the present instrument, at the simple
request by SALI HOCHSCHILD, SAMEX commits itself to issue within a maximum term
of thirty calendar days counted from the date of said request a public deed

Page 120 of 127

---

whereby all recordings, sub-recordings and annotations that have been applied
for and/or practiced in the Registries of the competent Mining Registrar shall
be raised and cancelled, as a consequence of the fact that the  mortgages
and prohibitions indicated in the present  clause have been established.
The expenses by concept of cancellation and release stipulated in this number
shall be to the exclusive charge and account of SAMEX. CLAUSE TWELVE:
 Assignment of Rights and Obligations.  (ONE)  SAMEX shall be
empowered at all times from the subscription of this instrument to sell, assign,
transfer or dispose in any way of all or part of its rights in this Contract or
in the offered purchase and sale, provided the assignee of such rights
 declares in the contract that serves as the title of the acquisition
thereof: (a) its consent  in respect of all and each of the conditions and
terms established in this Contract; (b) its commitment in order that all or the
proportion acquired of   obligations  assumed by SAMEX  by
virtue of this contract shall be faithfully complied with, in the same terms and
conditions as if this Contract had been originally subscribed by said assignee,
and (c) a clause that conditions any subsequent sale, assignment or transfer or
other disposal of all or part of said rights in this Contract or in the offered
purchase to the same restrictions provided for in the present number.  The
compliance with the above referred requirements for the total or partial
disposal of the present Contract or the offered purchase shall cause that
disposal to be binding to SALI HOCHSCHILD and thereby SAMEX shall be released
from any responsibility regarding the rights that are assigned, sold, or
transferred and free from the transferred obligations.  TWO) Every time
that mention is made in this instrument of SAMEX or the Beneficiary, to SALI
HOCHSCHILD or the Offerer, to their rights, obligations and the other conditions
or terms which under this Contract directly or indirectly affects or pertains to
them, it shall also be understood to refer to their respective assignees,
buyers, heirs, continuers or legal successors at any title, unless expressly
otherwise provided for or the context implies that it is otherwise. CLAUSE
 THIRTEEN: Exploitation Right. SALI HOCHSCHILD shall not be entitled to
perform any exploration or exploitation work in the Mining Concessions of which
it is the owner, except with the prior and written authorization by SAMEX. In
turn, SAMEX shall not commence exploitation of the Mining Concessions which is
the subject matter of this Contract, but until it has exercised the purchase
option whereby the offered purchase shall be formalized.  CLAUSE FOURTEEN:
 Governing Law. It is left on record that the present Unilateral Purchase
Option Contract covering Mining Concessions is governed by the Chilean laws and
specially by the provisions of the Mining Code of the Republic of Chile of the
year 1983, specifically by its article 169. The same is agreed upon in respect
of its eventual modifications and addenda and of the proposed purchase contract.
CLAUSE FIFTEEN: Notary and Recording Expenses. The expenses and notarial duties
generated by the present Contract and the duties corresponding to recordings
with the respective Mining Registrar shall be to SAMEX exclusive account. CLAUSE
SIXTEEN: Arbitration. Any difficulties relating to the interpretation,
application, performance, validity, effectiveness, resolution, scope, efficacy
or voids of the present Unilateral Purchase Option Contract or the proposed
purchase and sale contract that may arise between SALI HOCHSCHILD as of one part
and SAMEX and/or its assignees, as of the other part, shall be settled by an
arbitrator   both in what concerns the procedure and the award, who
shall settle the matter in a single instance; the resolutions of the arbitrator
shall not be subject to  further appeal  against the resolutions of
the arbitrator and the arbitrator  is designated  by common agreement
of the parties.  In the absence of such agreement, either party may resort
without further formality to the Center of Arbitration of the Chamber of
Commerce of Santiago A.G., which shall proceed to the designation of the
arbitrator from among the list of members established to this effect by said
Arbitration Center.  In order to accredit the lack of agreement between the
parties, it shall suffice the mere request for designation of the arbitrator
that any of the parties submits to the Center of Arbitration, Chamber of
Commerce of Santiago.  The arbitration procedure shall be carried out in
Santiago.  CLAUSE SEVENTEEN:  Effects of the Abandonment.  In the
event that SAMEX decides not to exercise its option on acquisition of the Mining
Concessions or it is understood that it does not exercise it pursuant to numbers
(Four) and (Five), Clause Three of this instrument, SAMEX hereby commits itself
as follows: (One) To deliver to SALI HOCHSCHILD within the term of sixty
calendar days counted   from the date the Beneficiary informs its
decision not to enter into the offered purchase and sale or its is understood
that it has done so, without any cost whatsoever to the Offerer, all the
geological, geochemical, geophysical studies, maps, analyses and results of
samplings, test pits and borings, the results of metallurgical and chemical
tests performed and obtained in the Mining Concessions referred to in this
Contract, as well as the core samples taken from borings, in whose respect SALI
HOCHSCHILD should pay the costs involved in their mobilization and
demobilization. (TWO) The installations, constructions, improvements, works,
tanks and other elements located in the superficial area of the Mining
Concessions should be left to the benefit of the Offerer, except for those than
can be removed by SAMEX without detriment or destruction thereof, nor of the
tunnels and/or drifts that could eventually be constructed during the mining
property geological exploration.  Said removal can be made by SAMEX within
the two months following the date in which its decision not to enter into de
offered purchase contract or it is understood that it has done so.  CLAUSE
EIGHTEEN:  Acts of God or Force Majeure. If compliance with any obligation
stipulated in this Contract

Page 121 of 127

---

or the term for exercising a right by a party is prevented or delayed by an Act
of God or an event of Force Majeure, the term for compliance with the obligation
or for exercising the right, as pertinent, shall be extended for a period equal
to that during which the Act of God or the Force Majeure subsist. The same
renewal shall apply to the subsequent obligations or terms for exercising the
rights.  CLAUSE NINETEEN:  Power Granted to the Bearer. The Bearer of
an authorized copy of the present deed is empowered to request the pertinent
recordings and annotations in the respective Registries.  CLAUSE TWENTY:
 Opportunity to Cure.  In the event any party fails to perform any
obligations required to be performed under the term of this Contract, or in the
event such party is in breach of a warranty, representation or covenant it has
given, the non-breaching party shall give the breaching party written notice of
such default of breach containing particulars of the alleged non-performance and
breach.  On receipt of such notice, the breaching party shall have either (i)
thirty days to cure such default, if it involves the failure to make a payment;
or (ii) sixty days to cure such default, if it involves the completion of any
other obligation contained in this Contract.  CLAUSE TWENTY ONE:
 Representatives of the Parties. By means of the present instrument and in
this same act, for all effects derived hereunder and the offered contracts, SALI
HOCHSCHILD confers power of attorney and designates indistinctly Mr. Joaquin Errazuriz-Hochschild, already individualized in the appearance, and Mr. Walter
Hochschild-Alessandri, Chilean, married, industrial miner, holder of national
identification card number 6.550.296-8 as his attorneys and representatives,
who, to the effects of the performance of their mandate shall be understood from
now on to be specially domiciled at number two hundred and five, Roman Diaz
street, Suite three hundred and one, District of Providencia, Santiago, unless
with due advance they inform in writing to SAMEX another domicile. Likewise,
SAMEX hereby confers power of attorney to Mr. Francisco Vergara-Irarrazaval as
his attorney and representative, already individualized in the appearance; to
the effects of the performance of this mandate, shall be understood that he is
domiciled at number two hundred and seventy seven, Padre Mariano street, Suite
five hundred and two, District of Providencia, Santiago. CLAUSE TWENTY TWO:
Communications between the Parties. Shall be made in writing, by means of the
registered letter, fax, or electronic mail, in this case provided that the
receiving party acknowledges its receipt, addressed to the domiciles indicated
by the Parties in the appearance or to another domicile informed in the same
manner and with due advance. If by fax, to SALI HOCHSCHILD, fax number two three
six zero two six zero; if to SAMEX, to fax number 236 2833 both in the city of
Santiago. CLAUSE TWENTY THREE:  Special Domicile. For all the effects of
the present Contract and the offered contract the parties establish and shall
establish their special domicile in the city and district of Santiago and hereby
submit and shall be submitted to the competence of the arbitration court
referred to in Clause Sixteen of this instrument.  CLAUSE TWENTY FOUR:
 Taxes. It is duly recorded herein that SAMEX shall not be liable at all
for taxes or other personal charges corresponding to SALI HOCHSCHILD by reason
of the subscription of this Contract and/or the offered purchase contract and
accordingly SAMEX is released from now on from any obligation and/or liability
by this concept.  The legal capacity of Mr. Joaquin Errazuriz-Hochschild
to represent COMPANIA MINERA Y COMERCIAL SALI HOCHSCHILD S.A. is recorded in
the public deed dated November 05 of the year two thousand and three, which was
executed in the Notary's Office of Santiago of Mr. Alberto Mozo-Aguilar.
 IN WITNESS WHEREOF, the appearing parties stamp their signature. The
present deed is annotated in the digest of public instruments on this data.
 A COPY IS GIVEN.  I HEREBY CERTIFY.





................................................

MINERA SAMEX CHILE S.A.

By:  FRANCISCO VERGARA-IRARRAZAVAL



............................

COMPANIA MINERA Y COMERCIAL SALI HOCHSCHILD S.A.

By:  JOAQUIN ERRAZURIZ-HOCHSCHILD



Page 122 of 127

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Exhibit
8.1





LIST OF SUBSIDIARIES





The following companies are subsidiaries of SAMEX Mining Corp. as of April 28,
2004:





|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"



Page 122 of 127

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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 Annual Report is being prepared;



(c)

Evaluated the effectiveness of the Company's disclosure controls and procedures
and presented in this Annual Report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by
this Annual Report based on such evaluation; and

(d)

Disclosed in this Annual 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 4, 2004 |  | "Jeffrey P. Dahl"                                     
|---------------------- |  | ------------------------------------------------------
|                       |  | Jeffrey P. Dahl, President and Chief Executive Officer



Page 123 of 127

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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 Annual Report is being prepared;



(b)

Evaluated the effectiveness of the Company's disclosure controls and procedures
and presented in this Annual Report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by
this Annual Report based on such evaluation; and

(c)

Disclosed in this Annual 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 4, 2004 |  | "Larry D. McLean"                       
|---------------- |  | ----------------------------------------
|                 |  | Larry D. McLean, Chief Financial Officer





Page 124 of 127

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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, 200
3
 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 4 , 2004



---





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, 200
3
 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 4 , 2004