UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 40-F

(Check One)□
      Registration statement pursuant to Section
      12 of the Securities Exchange Act of 1934orþ
      Annual report pursuant to Section 13(a) or
      15(d) of the Securities Exchange Act of 1934


|                                                          
|----------------------------------------------------------
|                                                          
|For Fiscal year ended: December 31, 2007                  
|                                                          
|                                                          
|LUNDIN MINING CORPORATION                                 
|(Exact name of registrant as
    specified in its charter)

Canada (Province or other jurisdiction of incorporation or organization)

1000 (Primary standard industrial classification code number)

Not applicable (I.R.S. employer identification number)

Suite 2101 
855 West Georgia Street 
Vancouver, British Columbia 
Canada V6C 3E8 
(604) 689-7842(Address and telephone number of registrant's principal executive office)

CT Corporation System 
111 Eighth Avenue 
New York, New York 10011 
(212) 894-8700(Name, address and telephone number of agent for service in the United States)

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:
|-------------------- | ----------------------------------------------
|Common Shares        | New York Stock Exchange                       

|                                                                                                                 | 
|---------------------------------------------------------------------------------------------------------------- | 
|Securities registered or to be registered pursuant to Section 12(g) of the
    Act:Not
    Applicable           
|Securities for which there is a reporting obligation pursuant to Section
    15(d) of the Act:Not
    Applicable

---



For annual reports, indicate by check mark the information
filed with this form:

|þAnnual Information
    Form | þAudited Annual
    Financial Statements
|---------------------------- | ----------------------------------------

Indicate the number of outstanding shares of each of the
issuer's classes of capital or common stock as of the close of the period
covered by the annual report:

Common Shares outstanding as of December 31, 2007: 
392,489,131

Indicate by check
mark whether the registrant by filing the information contained in this form is
also thereby furnishing the information to the Commission pursuant to
Rule12g3-2(b) under the Securities Exchange Act of 1934 (the "Exchange Act"). If
"Yes" is marked, indicate the file number assigned to the registrant in
connection with such rule.

|Yes□ | Noþ
|---- | ---

Indicate by check
mark whether the registrant: (1) has filed all reports required to be filed by
Section 13(d) or 15(d) of the Exchange Act during the proceeding 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 in the past 90 days.

|Yesþ | No□
|---- | ---

---

DISCLOSURE CONTROLS AND PROCEDURES

Lundin Mining Corporation (the
"Registrant") maintains disclosure controls and procedures designed to ensure
that information required to be disclosed in the Registrant's filings under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded,
processed, summarized and reported within the time period specified in the rules
and forms of the Securities and Exchange Commission (the "SEC"). The
Registrant's Chief Executive Officer and Chief Financial Officer have evaluated
the effectiveness of the Registrant's disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the
period covered by this report and have concluded that, as of such date, the
Registrant's disclosure controls and procedures were not effective to ensure
that information required to be disclosed by the Registrant in reports it files
or furnishes under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the SEC due
to a material weakness identified and described below under Managements Report
on Internal Control over Financial Reporting.
Except as disclosed below under
"Report on Internal Control Over Financial Reporting" and under "Evaluation of
Disclosure Controls and Procedures" and "Internal Controls over Financial
Reporting" of the Registrant's Management's Discussion and Analysis of Results
of Operations and Financial Condition, which is an exhibit to this Annual Report
on Form 40-F, there was no change in the Registrant's internal control over
financial reporting that occurred during the period covered by this report that
has materially affected, or is reasonably likely to materially affect, its
internal control over financial reporting.
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Managements Report on Internal Control Over Financial
Reporting

The Registrants management is
responsible for establishing and maintaining adequate internal control over
financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange
Act of 1934). The Registrants internal control over financial reporting is a
process designed 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. Internal
control over financial reporting includes those policies and procedures that (i)
pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the
Registrant; (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of
the Registrant are being made only in accordance with authorizations of
management and directors of the Registrant; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the Registrants assets that could have a material effect
on the financial statements.
Because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
The Registrants management assessed
the effectiveness of the Registrants internal control over financial reporting
as of December 31, 2007. In making this assessment, our management used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") in Internal Control-Integrated Framework.

---

Management's assessment of the
effectiveness of the Registrants internal control over financial reporting as
of December 31, 2007 excluded Rio Narcea Gold Mines, Ltd. ("Rio Narcea"), which
the Registrant acquired on July 17, 2007. Rio Narcea is a wholly-owned
subsidiary of the Registrant. Rio Narceas total assets, total revenues and net
loss represent $840 million, $76 million and $20 million, respectively, of the
related consolidated financial statement amounts of the Registrants
consolidated total assets, total revenues and net loss as of and for the year
ended December 31, 2007. Companies are allowed to exclude acquisitions from
their assessment of internal control over financial reporting during the first
year of an acquisition while integrating the acquired company under guidelines
established by the SEC.
A material weakness is a control
deficiency, or combination of control deficiencies, that results in more than a
remote likelihood that a material misstatement of the annual or interim
financial statements will not be prevented or detected. The Registrants
management has concluded that, as of December 31, 2007, the following material
weaknesses in internal control over financial reporting existed.
At December 31, 2007, the Registrant
did not have the required complement of personnel with appropriate level of
accounting knowledge, experience and training in the application of generally
accepted accounting principles to be able to prepare and review consolidated
financial statements commensurate with the complexity of the Registrants
financial reporting requirements. This material weakness contributed to the
material weaknesses in the controls over the allocation of purchase price of Rio
Narcea, the accounting for the impairment of goodwill and long lived assets and
the calculation of current and future income taxes. These control deficiencies
resulted in material audit adjustments in the consolidated financial statements
for the year ended December 31, 2007.
These control deficiencies could
result in misstatements of the Registrants financial statement accounts and
disclosures that would result in a material misstatement to the annual or
interim consolidated financial statements that would not be prevented or
detected. Accordingly, the Registrants management has concluded that these
control deficiencies constitute material weaknesses.
As a result of the material
weaknesses in internal control over financial reporting described above, the
Registrants management, including the CEO and CFO, concluded that, as of
December 31, 2007, the Registrants internal control over financial reporting
was not effective based on the criteria in Internal Control  Integrated
Framework issued by COSO.
The effectiveness of the Registrants
internal control over financial reporting as of December 31, 2007 has been
audited by PricewaterhouseCoopers LLP, an independent registered public
accounting firm, as stated in their report included with the Registrants
Audited Financial Statements, which are an exhibit to this Annual Report on Form
40-F.
Remediation of Material Weaknesses in Internal Control Over
Financial Reporting

To address the material weakness
described above, management intends to establish a project to redesign the
financial reporting process with a view to implementing the redesigned process
prior to the 2008 year end. The financial reporting team is to be strengthened
and consideration is being given to retaining an in-house tax specialist.

---

AUDIT COMMITTEE FINANCIAL EXPERT

The Registrant's Board of Directors
has determined that all members of the Audit Committee of the Board of Directors
are financially literate within the meaning of the New York Stock Exchanges
listing standards and that at least one member serving on its Audit Committee
qualifies as an "audit committee financial expert" as such term is defined in
the rules and regulations under the Exchange Act. Dale C. Peniuk has been
determined to be such audit committee financial expert and is independent,
within the meaning of the New York Stock Exchanges listing standards applicable
to the Registrant.
The SEC has indicated that the
designation of Mr. Peniuk as an audit committee financial expert does not make
him an "expert" for any purpose, impose on him any duties, obligations or
liability that are greater than the duties, obligations or liability imposed on
him as a member of the Audit Committee and the Board of Directors in absence of
such designation, or affect the duties, obligations or liability of any other
member of the Audit Committee or Board of Directors.
CODE OF ETHICS

The Registrant has adopted a Code of
Ethics entitled "Code of Conduct and Ethical Values Policy" that applies to all
directors, officers and employees of the Registrant, including its principal
executive officer and principal financial officer. A copy of this Code of Ethics
is available on the Registrants website at www.lundinmining.com. The contents
of the Registrants website are not and shall not be deemed to be incorporated
by reference in this Annual Report on Form 40-F or any filing which incorporates
this Annual Report on Form 40-F.
PRINCIPAL ACCOUNTANT FEES AND SERVICES

See Item 10.4, "Audit Committee 
External Auditor Service Fees," of the Registrants Annual Information Form,
which is an exhibit to this Annual Report on Form 40-F.
AUDIT COMMITTEE'S PRE-APPROVAL POLICIES AND PROCEDURES

The Registrant's Audit Committee
pre-approves all audit services and permitted non-audit services provided to the
Registrant by PricewaterhouseCoopers LLP. The Audit Committee has delegated to
the Chair of the Audit Committee, who is independent, the authority to act on
behalf of the Audit Committee with respect to the pre-approval of all audit and
permitted non-audit services provided by its external auditors from time to
time. Any approvals by the Chair are reported to the full Audit Committee at its
next meeting. All of the services described in the Annual Information Form under
"Principal Accountant Fees and Services" under the captions "Audit-Related
Fees," "Tax Fees" and "All Other Fees" were approved by the Audit Committee
pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
OFF-BALANCE SHEET ARRANGEMENTS

See note 15 to the Registrant's
Audited Financial Statements for the Years Ended December 31, 2007 and 2006,
which is an exhibit to this Annual Report on Form 40-F.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

See "Major Contractual Obligations"
of the Registrants Managements Discussion and Analysis of Results of
Operations and Financial Condition, which is an exhibit to this Annual Report on
Form 40-F.
IDENTIFICATION OF THE AUDIT COMMITTEE

The Registrant has a
separately-designated standing audit committee established in accordance with
section 3(a)(58)(A) of the Exchange Act. The members of the Audit Committee are
Dale C. Peniuk (Chairman), Donald K. Charter and William A. Rand.UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A.
UndertakingThe Registrant undertakes to make
available, in person or by telephone, representatives to respond to inquiries
made by the staff of the SEC, and to furnish promptly, when requested to do so
by the SEC staff, information relating to the securities in relation to which
the obligation to file an annual report on Form 40-F arises or transactions in
said securities.B.
Consent to Service of ProcessThe Registrant has previously filed
with the SEC a Form F-X in connection with the Common Shares.SIGNATURES

Pursuant to the requirements of the
Exchange Act, the registrant certifies that it meets all of the requirements for
filing on Form 40-F and has duly caused this annual report to be signed on its
behalf by the undersigned, thereto duly authorized.

|      |                |     | LUNDIN MINING CORPORATION
|----- | -------------- | --- | -------------------------
|      |                |     |                          
|      |                |     |                          
|Date: | March 31, 2008 | By: | /s/ Kevin Hisko          
|      |                |     | Kevin Hisko              
|      |                |     | Corporate Secretary      

---

EXHIBIT INDEX

|Exhibits | Description                                                                                                                
|-------- | ---------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                            
|1.       | Annual Information Form for the Year Ended
    December 31, 2007                                                           
|         |                                                                                                                            
|2.       | Managements Discussion and Analysis of
    Results of Operations and Financial Condition                                  
|         |                                                                                                                            
|3.       | Audited Financial Statements for the Years
    Ended December 31, 2007 and 2006                                            
|         |                                                                                                                            
|23.1     | Consent Letter from PricewaterhouseCoopers
    LLP                                                                         
|         |                                                                                                                            
|23.2     | Letter of consent of Per Hedström                                                                                          
|         |                                                                                                                            
|23.3     | Letter of consent of Lars Malmström                                                                                        
|         |                                                                                                                            
|23.4     | Letter of consent of Mike Lowther                                                                                          
|         |                                                                                                                            
|23.5     | Letter of consent of Paul McDermott                                                                                        
|         |                                                                                                                            
|23.6     | Letter of consent of Guy Lauzier                                                                                           
|         |                                                                                                                            
|23.7     | Letter of consent of Neil Burns                                                                                            
|         |                                                                                                                            
|23.8     | Letter of consent of Alan Noble                                                                                            
|         |                                                                                                                            
|23.9     | Letter of consent of John Nilsson                                                                                          
|         |                                                                                                                            
|99.1     | Certifications pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002                                               
|         |                                                                                                                            
|99.2     | Certifications pursuant to 18 U.S.C. Section
    1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|         |                                                                                                                            

---