OMB NUMBER 3235-0288



UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 20-FA (AMENDED)



(Mark One)



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



OR



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



For the fiscal year ended

November 30, 2004





OR



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



For the transition period from ___________________ to ____________________



Commission file 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 ClassName of each exchange on which registered




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



Common Shares, without par value

(Title of Class)



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



Not Applicable

(Title of Class)



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











1





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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 _____





2





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July 28, 2005



Amendment To The Form 20F Annual Report

of SAMEX Mining Corp. (the Company)

For The Fiscal Year Ended November 30, 2004



SUMMARY OF AMENDMENT



ITEM 17. FINANCIAL STATEMENTS is amended by including the prior Auditors Report for the Companys financial statements for the prior periods ended November 30, 2003 and 2002



EXPLANATION



The original EDGAR filing of our Form 20-F Annual Report for the fiscal year ended November 30, 2004 included our current Auditors Report relating to our consolidated financial statements as of November 30, 2004, and for the year then ended.   The consolidated financial statements of the Company for the fiscal year ended November 30, 2004 also include prior fiscal years ended November 30, 2003 and 2002 and require that an audit report be included for all periods presented which would include financial statements as of November 30, 2004, and for the prior years ended November, 30, 2003 and November 30, 2002.



Since these prior fiscal years (2002 & 2003) were audited by our prior auditor, we are amending ITEM 17.  FINANCIAL STATEMENTS by including the Auditors Report of our prior auditor (Steele & Co., Chartered Accountants) for the prior fiscal years ended November 30, 2003 and November 30, 2002.  This prior Auditors Report dated March 4, 2004 was previously filed in ITEM 17 of the Companys Form 20-F Annual Report for the fiscal year ended November 30, 2003



In our Form 20-F Annual Report filed for the fiscal year ended November 30, 2004, the Auditors Report dated March 3, 2005 of our current auditor (Dale Matheson Carr-Hilton Labonte, Chartered Accountants) makes reference to the prior auditors report as quoted below:



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



AMENDMENT



We are hereby adding the prior auditors report dated March 4, 2004 to the list of financial statements and reports furnished under ITEM 17.  FINANCIAL STATEMENTS as follows:



Prior Auditors Report dated March 4, 2004 for years ended November 30, 2003 and November 30, 2002.



and including the Auditors Report of Steele & Co., Chartered Accountants dated March 4, 2004 as attached below in the amended ITEM 17. FINANCIAL STATEMENTS:







3





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ITEM 17. FINANCIAL STATEMENTS. (AS AMENDED)

We are furnishing the following financial statements and reports:

Prior Auditors Report dated March 4, 2004 for years ended November 30, 2003 and November 30, 2002

Auditors Report dated March 3, 2005

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

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

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

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

Notes to the Consolidated Financial Statements



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







4





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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

STEELE & CO.

March 4, 2004

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

STEELE & CO."

March 4, 2004

CHARTERED ACCOUNTANTS









5





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[samex20fa001.jpg]

AUDITORS REPORT



To the Directors of Samex Mining Corp.



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



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



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



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



Dale Matheson Carr-Hilton LaBonte



DALE MATHESON CARR-HILTON LABONTE

CHARTERED ACCOUNTANTS



Vancouver, B.C.

March 3, 2005





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

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



Dale Matheson Carr-Hilton LaBonte



DALE MATHESON CARR-HILTON LABONTE

CHARTERED ACCOUNTANTS



Vancouver, B.C.

March 3, 2005



[samex20fa002.jpg]





6





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SAMEX MINING CORP.

(AN EXPLORATION STAGE COMPANY)



CONSOLIDATED BALANCE SHEETS - (Expressed In Canadian Dollars)



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





COMMITMENTS (NOTE 4)





APPROVED BY THE DIRECTORS



Jeffrey P. Dahl





Larry D. McLean





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





7

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SAMEX MINING CORP.

(AN EXPLORATION STAGE COMPANY)



CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT - (Expressed In Canadian Dollars)



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



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







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



8

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SAMEX MINING CORP.

(AN EXPLORATION STAGE COMPANY)



CONSOLIDATED STATEMENTS OF MINERAL INTERESTS AND DEFERRED EXPLORATION COSTS

(Expressed In Canadian Dollars)



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



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



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



9

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SAMEX MINING CORP.

(AN EXPLORATION STAGE COMPANY)



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

(Expressed In Canadian Dollars)





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



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





10

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SAMEX MINING CORP.

(AN EXPLORATION STAGE COMPANY)



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



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



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





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





11

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SAMEX MINING CORP.

(AN EXPLORATION STAGE COMPANY)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  November 30, 2004





1.

BASIS OF PRESENTATION



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



COMPANY

LOCATION

OWNERSHIP

South American Mining & Exploration Corp.

Canada

100%

Samex International Ltd.

Bahamas

100%

Samex S.A.

Bolivia

98%

Minas Bolivex S.A. (Bolivex)

Bolivia

98%

Empresa Minera Boliviana S.A. (Emibol)

Bolivia

98%

Minera Samex Chile S.A.

Chile

99.9%





These consolidated financial statements have been prepared in accordance with generally accepted accounting principles

 in Canada and presented in Canadian Dollars.  Except as indicated in Note 10, they also comply, in all material respects,
with generally accepted accounting principles in the United States.





2.

SIGNIFICANT ACCOUNTING POLICIES



a.

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



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



b.

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



c.

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



d.

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



e.

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



In addition, the Company incurs certain value added taxes in connection with its Chilean exploration activities.  These



12





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costs are initially capitalized.  When the recoverability of these amounts has been established, the amount determined to be recoverable is recorded as a reduction of the carrying value of the related property.



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



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



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



f.

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



i.

Monetary assets and liabilities at year end rates;

ii.

All other assets and liabilities at historical rates;

iii.

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



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



g.

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



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



h.

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



i.

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



j.

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



k.

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





13





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3.

CASH AND CASH EQUIVALENTS



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





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





4.

MINERAL INTERESTS AND DEFERRED EXPLORATION COSTS



a.

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



b.

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





5.

EQUIPMENT



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





6.

RELATED PARTY TRANSACTIONS



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



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



14





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7.

SHARE CAPITAL



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



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



b.

Preferred Shares



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





15





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c.

Share Issue Commitments



(i)

Incentive Stock Options



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



BALANCE
NOV 30, 2002GRANTED
(EXERCISED)BALANCE
NOV 30, 2003GRANTED
(EXERCISED)BALANCE
NOV 30, 2004EXERCISE PRICETERM TO2,460,000(35,000)2,425,000(250,000)2,175,000$.40Apr 19, 20051,480,000(350,000)1,130,000(180,000)950,000$.20Mar 19, 2007275,000-275,000(75,000)200,000$.20Sep 12, 200750,000-50,000-50,000$.20Nov 12, 2007-50,00050,000-50,000$.40Aug 13, 2008-105,000105,000-105,000$.63Oct 15, 2008-590,000590,000-590,000$1.00Nov 17, 2008---330,000330,000$1.00Feb 3, 2009---75,00075,000$1.00May 4, 2009--1,070,0001,070,000$1.10Aug 6, 20094,265,000360,0004,625,000970,0005,595,000




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



(ii)

Share Purchase Warrants



BALANCE
NOV 30, 2002ISSUED
(EXERCISED)BALANCE
NOV 30, 2003ISSUED
(EXERCISED)BALANCE
NOV 30, 2004EXERCISE PRICETERM TO1,808,000(1,808,000)---$.15Jan 30, 20031,120,000(1,120,000)---$.10Nov 1, 20031,100,000(1,100,000)---$.12Nov 15, 20032,200,000(2,044,000)156,000(156,000)-$.25Mar 5,2004250,000(250,000)---$.40Jun 30, 2004-666,667666,667(666,667)-$.35Sep 11,2004-1,390,0001,390,000(290,000)1,100,000$.30Jun 11,2005-434,500434,500(129,250)305,250$.40Sep 15, 2005-756,000756,000(2,800)753,200$.80Nov 7, 2005-482,000482,000(50,850)431,150$.80Nov 27, 2005-500,000500,000-500,000$1.05Nov 28, 2005---400,000400,000$1.10Aug 25, 20096,478,000(2,092,833)4,385,167(895,567)3,489,600




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



d.

Stock-Based Compensation



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



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



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



16





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8.

SEGMENTED INFORMATION



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





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



9.

INCOME TAXES



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





17





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10.  DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING

PRINCIPLES AND PRACTICES



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



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



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





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





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



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







18





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10.  DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING

PRINCIPLES AND PRACTICES (CONTINUED)





CONSOLIDATED STATMEMENT OF SHAREHOLDERS EQUITY



COMMON SHARESTOTALSHARESAMOUNTTRANSLATION
ADJUSTMENTCONTRIBUTED
SURPLUSDEFICITSHAREHOLDERS
EQUITYBalance at
Nov 30, 200141,000,881$
14,196,034$
201,883$
-$(14,912,357)$
(514,440)Net loss----(793,058)(793,058)Share
subscriptions-(140,890)---(140,890)Change in
the year7,822,3001,337,320(1,268)--1,336,052Balance at
Nov 30, 200248,823,18115,392,464200,615-(15,705,415)(112,336)Net loss---408,400(1,531,208)(1,122,808)Change in
the year13,848,6674,874,600(30,091)--4,844,509Balance at
Nov 30, 200362,671,84820,267,064170,524408,400(17,236,623)3,609,365Net loss---1,077,916(3,899,243)(2,821,327)Change in
the year2,600,5671,484,95413,435--1,498,389Balance at
Nov 30, 200465,272,415$
21,752,018$
183,959$
1,486,316$
(21,135,866)$
2,286,427












19





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Exhibit 12.1A

CERTIFICATION



I, Jeffrey Peter Dahl, President and Chief Executive Officer, certify that:



1.

I have reviewed this amended Annual Report on Form 20-FA of Samex Mining Corp. (the Company);



2.

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



3.

Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Annual Report;



4.

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



(a)

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

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

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

(d)

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



5.

The Company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions):



(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.





|Date: July 28, 2005 |  | Jeffrey P. Dahl                                     
|------------------- |  | ------------------------------------------------------
|                    |  | Jeffrey P. Dahl, President and Chief Executive Officer







20





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Exhibit 12.2A

CERTIFICATION



I, Larry Dennis McLean, Chief Financial Officer, certify that:



1.

I have reviewed this amended Annual Report on Form 20-FA of Samex Mining Corp. (the Company);



2.

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



3.

Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Annual Report;



4.

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



(a)

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

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

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

(d)

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



5.

The Company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions):



(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.





|Date: July 28, 2005 |  | Larry D. McLean                       
|------------------- |  | ----------------------------------------
|                    |  | Larry D. McLean, Chief Financial Officer





21





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Exhibit 13.1A







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 amended Annual Report of Samex Mining Corp. (the Company) on Form 20-FA for the year ended November 30th, 2004 as filed with the Securities and Exchange Commission on the date here of (the Report), I, Jeffrey P. Dahl, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:



(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2)

The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.









Jeffrey P. Dahl

Jeffrey P. Dahl

President and Chief Executive Officer

July 28, 2005











22





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Exhibit 13.2A











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 amended Annual Report of Samex Mining Corp. (the Company) on Form 20-FA for the year ended November 30th, 2004 as filed with the Securities and Exchange Commission on the date here of (the Report), I, Larry D. McLean, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:



(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2)

The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.









Larry D. McLean

Larry D. McLean

Chief Financial Officer

July 28, 2005















23