Exhibit 1



LUNDIN MINING CORPORATION

Annual Information Form

For the Year Ended December 31, 2007

Dated as of March 31, 2008

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TABLE OF CONTENTS

Page No.GLOSSARY
  
  1NOTE TO U.S. READERS
  
  2ITEM 1
  
  PRELIMINARY NOTES
  
  31.1
  
  
  INCORPORATION BY REFERENCE AND DATE OF INFORMATION
  
  31.2
  
  
  CURRENCY
  
  31.3
  
  
  FORWARD LOOKING STATEMENTS
  
  3ITEM 2
  
  CORPORATE STRUCTURE
  
  42.1
  
  
  NAME, ADDRESS AND INCORPORATION
  
  42.2
  
  
  INTER-CORPORATE RELATIONSHIPS
  
  4ITEM 3
  
  BUSINESS OF THE ISSUER
  
  73.1
  
  
  THREE YEAR HISTORY
  
  8Mining
  
  8Projects
  
  10Exploration
  
  11Corporate Matters
  
  113.2
  
  
  SIGNIFICANT ACQUISITIONS AND DISPOSITIONS
  
  123.3
  
  
  TRENDS
  
  12ITEM 4
  
  NARRATIVE DESCRIPTION OF THE BUSINESS
  
  124.1
  
  
  GENERAL DESCRIPTION OF BUSINESS
  
  124.2
  
  
  DESCRIPTION OF PROPERTIES
  
  13Zinkgruvan Mine
  
  13Neves-Corvo Mine
  
  15Aguablanca Mine
  
  16Galmoy Mine
  
  17Aljustrel Mine
  
  18Storliden Mine
  
  204.3
  
  
  OTHER PROJECTS
  
  20Tenke Fungurume
Project
  
  20Ozernoe Project
  
  23ITEM 5
  
  SELECTED CONSOLIDATED FINANCIAL INFORMATION
  
  245.1
  
  
  DIVIDENDS
  
  245.2
  
  
  MANAGEMENTS DISCUSSION AND ANALYSIS
  
  245.3
  
  
  FOREIGN GAAP
  
  24ITEM 6
  
  RISK FACTORS
  
  24ITEM 7
  
  DESCRIPTION OF SHARE CAPITAL
  
  32ITEM 8
  
  MARKET FOR SECURITIES
  
  338.1
  
  
  EXCHANGE LISTING
  
  338.2
  
  
  TRANSFER AGENT AND REGISTRAR
  
  338.3
  
  
  TRADING PRICE AND VOLUME
  
  338.4
  
  
  ESCROWED SECURITIES
  
  34


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ITEM 9
  
  DIRECTORS AND OFFICERS
  
  349.1
  
  NAME, ADDRESS, OCCUPATION AND
  SECURITY HOLDING OF DIRECTORS AND OFFICERS
  
  349.2
  
  CORPORATE CEASE TRADE ORDERS OR BANKRUPTCIES
  
  379.3
  
  PENALTIES OR SANCTIONS
  
  379.4
  
  PERSONAL BANKRUPTCIES
  
  379.5
  
  CONFLICTS OF INTEREST
  
  38ITEM 10
  
  AUDIT COMMITTEE
  
  3810.1
  
  AUDIT COMMITTEE CHARTER
  
  3810.2
  
  AUDIT COMMITTEE MEMBERS
  
  4310.3
  
  RELEVANT EDUCATION AND EXPERIENCE
  
  4310.4
  
  EXTERNAL AUDITOR SERVICE FEES
  
  44ITEM 11
  
  LEGAL PROCEEDINGS
  
  45ITEM 12
  
  INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
  
  45ITEM 13
  
  INTERESTS OF EXPERTS
  
  45ITEM 14
  
  ADDITIONAL INFORMATION
  
  4514.1
  
  INFORMATION PROVIDED ON REQUEST
  
  4514.2
  
  INFORMATION CONTAINED IN
  INFORMATION CIRCULAR AND FINANCIAL STATEMENTS
  
  4614.3
  
  INFORMATION FOUND ON SEDAR
  
  46


ii

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GLOSSARY

The following
is a glossary of certain mining terms used in this Annual Information Form.

|               |                                                                                                                                                                                                                                                                   
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Ag             | Silver                                                                                                                                                                                                                                                            
|               |                                                                                                                                                                                                                                                                   
|Alteration     | Chemical
  reactions in a rock mass resulting from the passage of hydrothermal fluids.                                                                                                                                                                            
|               |                                                                                                                                                                                                                                                                   
|Cu             | Copper                                                                                                                                                                                                                                                            
|               |                                                                                                                                                                                                                                                                   
|Feldspar       | Family of
  silicate minerals containing varying amounts of potassium, sodium and calcium
  along with aluminum, silicon and oxygen. Potassium feldspars contain
  considerable potassium. Plagioclase feldspars contain considerable sodium and
  calcium.       
|               |                                                                                                                                                                                                                                                                   
|Grade          | The amount
  of valuable metal in each tonne of mineralized material, expressed as grams
  per tonne for precious metals and percent or parts per million for most base
  metals.                                                                                 
|               |                                                                                                                                                                                                                                                                   
|ha.            | Hectares                                                                                                                                                                                                                                                          
|               |                                                                                                                                                                                                                                                                   
|LOM            | Life of Mine                                                                                                                                                                                                                                                      
|               |                                                                                                                                                                                                                                                                   
|Mineralization | The process
  or processes by which a mineral or minerals are introduced into a rock,
  resulting in a valuable or potentially valuable deposit. It is a general term
  incorporating various types; for example, fissure filling, impregnation and
  replacement.
|               |                                                                                                                                                                                                                                                                   
|Mt             | Millions of
  tonnes                                                                                                                                                                                                                                              
|               |                                                                                                                                                                                                                                                                   
|Ni             | Nickel                                                                                                                                                                                                                                                            
|               |                                                                                                                                                                                                                                                                   
|Ore            | Naturally
  occurring material from which minerals of economic value can be extracted.                                                                                                                                                                            
|               |                                                                                                                                                                                                                                                                   
|Oxide          | Non-sulphide
  mineral compound typically produced through weathering of sulphides                                                                                                                                                                                
|               |                                                                                                                                                                                                                                                                   
|Pb             | Lead                                                                                                                                                                                                                                                              
|               |                                                                                                                                                                                                                                                                   
|Reclamation    | The
  restoration of a site after mining or exploration activity is completed.                                                                                                                                                                                    
|               |                                                                                                                                                                                                                                                                   
|Sulphides      | A mineral
  compound characterized by the linkage of sulphur with a metal or semimetal.                                                                                                                                                                           
|               |                                                                                                                                                                                                                                                                   
|/t             | per tonne                                                                                                                                                                                                                                                         
|               |                                                                                                                                                                                                                                                                   
|Zn             | Zinc                                                                                                                                                                                                                                                              

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NOTE TO U.S. READERS

Reserve and
Resource Estimates

In accordance
with applicable Canadian securities regulatory requirements, all mineral
reserve and mineral resource estimates of the Company disclosed or incorporated
by reference in this Annual Information Form have been prepared in accordance
with Canadian National Instrument 43-101 - Standards of Disclosure for Mineral
Projects (NI 43-101), classified in accordance with Canadian Institute of
Mining Metallurgy and Petroleums CIM Definition Standards for Mineral
Resources and Reserves (the CIM Guidelines). The definitions of mineral reserves
and mineral resources are set out in our disclosure of our mineral reserve and
mineral resource estimates that are disclosed or incorporated by reference in
this Annual Information Form.

The Company
uses the terms mineral resources, measured mineral resources, indicated
mineral resources and inferred mineral resources. While those terms are
recognized by Canadian securities regulatory authorities, they are not
recognized by the United States Securities and Exchange Commission (the SEC)
and the SEC does not permit U.S. companies to disclose resources in their
filings with the SEC.

Pursuant to
the CIM Guidelines, mineral resources have a higher degree of uncertainty than
mineral reserves as to their existence as well as their economic and legal
feasibility. Inferred mineral resources, when compared with measured or
indicated mineral resources, have the least certainty as to their existence,
and it cannot be assumed that all or any part of an inferred mineral resource
will be upgraded to an indicated or measured mineral resource as a result of
continued exploration. Pursuant to NI 43-101, inferred mineral resources may
not form the basis of any economic analysis, including any feasibility study.
Accordingly, readers are cautioned not to assume that all or any part of a
mineral resource exists, will ever be converted into a mineral reserve, or is
or will ever be economically or legally mineable or recovered.

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LUNDIN MINING CORPORATION

|       |                  
|------ | -----------------
|Item 1 | PRELIMINARY NOTES

|    |                                                     
|--- | ----------------------------------------------------
|1.1 | Incorporation
  By Reference and Date of Information

Specifically
incorporated by reference and forming a part of this annual information form
(the AIF) are the following documents of the Company, copies of which have
been filed with the regulatory authorities in each of the Provinces of British
Columbia, Alberta, Ontario, Quebec and Nova Scotia:

| |     |                                                                                                                                          
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------
| | (a) | the
  Companys news releases and material change reports from January 1, 2007 to
  the date of this Annual Information Form (AIF);    
| |     |                                                                                                                                          
| | (b) | the
  Consolidated Financial Statements and Management Discussion and Analysis of
  the Company for the year ended December 31, 2007; and
| |     |                                                                                                                                          
| | (c) | previously
  filed technical reports for each of the Companys mining properties and for
  the Tenke Fungurume Project.                  

All
documentation incorporated by reference in and forming a part of this AIF can
be found on the SEDAR website at www.sedar.com under the Companys profile.

All
information in this AIF is as of March 31, 2008 unless otherwise indicated.

|    |         
|--- | --------
|1.2 | Currency

The Company
reports its financial results and prepares its financial statements in United
States dollars. Apart from this, all sums of money which are referred to in
this AIF are expressed in lawful money of Canada, unless otherwise specified.

|    |                             
|--- | ----------------------------
|1.3 | Forward
  Looking Statements

Certain of the
statements made and information contained in this AIF is forward-looking
information within the meaning of the Ontario Securities Act or
forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934 of the United States. Forward-looking
statements are subject to a variety of risks and uncertainties which could
cause actual events or results to differ from those reflected in the
forward-looking statements, including, without limitation, risks and
uncertainties relating to foreign currency fluctuations; risks inherent in
mining including environmental hazards, industrial accidents, unusual or
unexpected geological formations, ground control problems and flooding; risks
associated with the estimation of mineral resources and reserves and the
geology, grade and continuity of mineral deposits; the possibility that future
exploration, development or mining results will not be consistent with the
Companys expectations; the potential for and effects of labour disputes or
other unanticipated difficulties with or shortages of labour or interruptions
in production; actual ore mined varying from estimates of grade, tonnage,
dilution and metallurgical and other characteristics; the inherent uncertainty
of production and cost estimates and the potential for unexpected costs and
expenses, commodity price fluctuations; uncertain political and economic
environments; changes in laws or policies, foreign taxation, delays or the
inability to obtain necessary governmental permits; and other risks and
uncertainties, including those described under Risk Factors Relating to the
Companys Business in this AIF and in each management discussion and analysis.
Forward-looking information is in addition based on various assumptions
including, without limitation, the expectations and beliefs of management, the
assumed long term price of copper, lead and zinc; that the Company can access
financing, appropriate

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equipment and
sufficient labour and that the political environment where the Company operates
will continue to support the development and operation of mining projects.
Should one or more of these risks and uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described in forward-looking statements. Accordingly, readers are advised
not to place undue reliance on forward-looking statements.

|       |                    
|------ | -------------------
|Item 2 | CORPORATE STRUCTURE

|    |                                  
|--- | ---------------------------------
|2.1 | Name,
  Address and Incorporation

Lundin Mining
Corporation (herein, the Company or Lundin Mining) was incorporated by
registration of its Articles of Incorporation pursuant to the Canada Business Corporations Act (the
Act) under the name South Atlantic Diamonds Corp. on September 9, 1994. The
Company changed its name to South Atlantic Resources Ltd. on July 30, 1996.
In connection with a one-for-six share consolidation that took effect on April
2, 2002, the Company changed its name to South Atlantic Ventures Ltd. on
March 25, 2002. The share consolidation and name change were approved by
shareholders of the Company on January 23, 2002. In connection with the listing
of its common shares on the Toronto Stock Exchange effective August 12, 2004,
the Company changed its name to Lundin Mining Corporation.

Effective
October 31, 2006 the Company merged with EuroZinc Mining Corporation
(EuroZinc), with the resulting entity known as Lundin Mining Corporation.
The Company and EuroZinc amalgamated effective November 30, 2006.

The Company
announced a three-for-one subdivision of its common shares on January 22, 2007.
The Companys common shares commenced trading on a subdivided basis on February
1, 2007 on the Toronto Stock Exchange and on February 9, 2007 on the American
Stock Exchange. The Companys Swedish depository receipts commenced trading on
a subdivided basis on the Stockholm Stock Exchange on February 1, 2007.

Effective July
3, 2007 the Company acquired all of the issued and outstanding shares of Tenke
Mining Corporation (Tenke) and amalgamated with Tenke effective July 31,
2007.

Effective July
17, 2007 the Company acquired 85.5% of the issued common shares of Rio Narcea
Gold Mines, Ltd. (RNG) in exchange for Cdn$5.50 per share and 73.3% of the
outstanding warrants of RNG for Cdn$1.04 per warrant. By August 20, 2007 the
Company had acquired 93.1% of the issued and outstanding RNG shares and
initiated a compulsory acquisition transaction under the Act.

The Companys
registered and records office is located at Suite 1100, 888 Dunsmuir Street,
Vancouver, British Columbia, V6C 3K4. The Companys business office is located
at Suite 2101, 885 West Georgia Street, Vancouver, British Columbia, V6C 3E8,
telephone: 604-689-7842. The Company also maintains offices at Hovslagargatan
5, Third Floor, Stockholm, Sweden for the purpose of running its foreign mining
activities.

|    |                                
|--- | -------------------------------
|2.2 | Inter-Corporate
  Relationships

The following
chart illustrates the Companys ownership interests in its subsidiaries as at
December 31, 2007.

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|       |                       
|------ | ----------------------
|Item 3 | BUSINESS OF THE ISSUER

Lundin Mining
is a Canadian-based international mining company that owns the Neves-Corvo
copper/zinc/silver mine and the Aljustrel zinc/lead/silver mine in Portugal,
the Zinkgruvan zinc/lead/silver mine in Sweden, the Galmoy zinc/lead/silver
mine in Ireland, the Aguablanca nickel/copper mine in Spain and the Storliden,
copper/zinc mine in Sweden. The Company operates all its mines with the
exception of the Storliden mine, which is operated under contract with Boliden
AB. The Company also holds a 24.75% equity interest in the Tenke Fungurume
Project, a major copper/cobalt project under development in the Democratic
Republic of Congo (DRC) and a 49% interest in the Ozernoe Project in eastern
Russia, one of the largest undeveloped zinc/lead projects in the world.

The Company
owns, indirectly:

| |     |                                                                                                                                                                                                                                                                                                                                                    
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | 100% of the
 outstanding shares of Zinkgruvan Mining AB (Zinkgruvan). Zinkgruvan
 operates the Zinkgruvan mine;                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                    
| | (b) | 100% of the
 outstanding shares of North Atlantic Natural Resources AB (NAN). NAN
 engages in mining and mineral exploration activities in Sweden and owns the
 Storliden mine;                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                    
| | (c) | 100% of the
 outstanding shares of Galmoy Mines Ltd. (Galmoy). Galmoy is an Irish mining
 and exploration company, the main asset of which is the Galmoy mine located
 in County Kilkenny, Ireland;                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                    
| | (d) | 100% of the
 outstanding shares of Sociedade Mineira de Neves-Corvo, S.A. (Somincor).
 Somincor is a Portuguese mining and exploration company, the main asset of
 which is the Neves-Corvo mine in Portugal;                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                    
| | (e) | 99.99% of
 the outstanding shares of Pirites Alentejanas, S.A. (PA). PA is a
 Portuguese holding company that holds the Aljustrel mining license and
 operating permits and the assets of the Aljustrel mine;                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                    
| | (f) | 100% of the
 outstanding shares of Rio Narcea Gold Mines, Ltd. (RNG). RNG is a Spanish
 mining and exploration company, the main asset of which is the Aguablanca
 mine located in Spain.                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                    
| | (g) | a 24.75%
 equity interest in Tenke Fungurume Mining Corp. SARL, an entity incorporated
 in the DRC. Tenke Fungurume Mining Corp. SARL is the owner of the Tenke
 Fungurume copper/cobalt deposits located in Katanga Province in the DRC; and                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                    
| | (h) | a 49% equity
 interest in Morales (Overseas) Ltd. (Morales), a Cyprus joint venture
 company, the remainder of which is owned by IFC Metropol, a Russian financial
 institution. Morales was formed to develop the Ozernoe zinc/lead deposit
 located in the Republic of Buryatia, in the Russian Federation, and to
 operate any resulting mine.

The Company
has a 100% interest in several ongoing exploration projects in Sweden, Ireland,
Portugal and Spain.

The Company
has made strategic investments in a number of companies. Currently, the Company
holds:

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| |     |                                                                                                                                                                                                                                                                                    
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | a less than
 20% interest in Union Resources Limited (Union), a publicly traded company
 listed on the Australian Stock Exchange;                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                    
| | (b) | a less than
 20% interest in Sunridge Gold Corp., a publicly traded company listed on the
 TSX Venture Exchange which reports that it holds several advanced exploration
 projects in Eritrea, in eastern Africa;                                                                  
| |     |                                                                                                                                                                                                                                                                                    
| | (c) | a less than
 20% interest (fully diluted) in Mantle Resources Inc. (Mantle), a publicly
 traded company listed on the TSX Venture Exchange. Mantle reports that it
 holds 100% of the Akie zinc-lead property in northeastern British Columbia;                                  
| |     |                                                                                                                                                                                                                                                                                    
| | (d) | a less than
 20% interest in Sanu Resources Ltd., a publicly traded company listed on the
 TSX Venture Exchange, which reports that it operates with a focus on the
 acquisition, exploration and discovery of base metal and gold deposits in
 Eritrea in northeastern Africa; and
| |     |                                                                                                                                                                                                                                                                                    
| | (e) | a less than
 20% interest in Chariot Resources Ltd. (Chariot), a publicly traded company
 listed on the TSX Venture Exchange. Chariot reports that it is developing its
 70% owned Marcona Copper Property in southern coastal Peru.                                             

|    |                    
|--- | -------------------
|3.1 | Three Year
 History

Mining

Zinkgruvan Mine

The Zinkgruvan
mine was acquired by the Company in June 2004. It has been producing zinc, lead
and silver on a continuous basis since 1857.

In June 2006
the Company announced that a new zone of zinc-lead-silver sulphide
mineralization was intersected from a surface drill hole. Additional
exploration drilling from surface is underway to continue to test the size and
grade of the new zone of mineralization.

In October
2007 the Company announced the Zinkgruvan Expansion Programme, a project that
is estimated to increase ore production from 900,000 tonnes per annum to 1.2
million tonnes per annum through the addition of copper ore to production. Part
of this expansion includes the Zinkgruvan Copper Project, underground and
surface concentrator investments to exploit a copper deposit adjacent to the
Burkland zinc deposit. First production of copper in concentrate is planned for
2010; annual copper production will be 7,200 tonnes in concentrate. At the time
of the announcement, capital expenditure for the Zinkgruvan Copper Project was
expected to be approximately US$37 million on an unescalated basis and based on
ruling exchange rates.

Neves-Corvo Mine

The
acquisition of the Neves-Corvo mine, by EuroZinc, was completed in June 2004.
Neves-Corvo is an operating underground mine in Portugal that has been a
significant producer of copper since 1989.

Zinc
production commenced in July 2006. In January 2007 the Company announced that
the zinc processing facility was operating at the designed production and
metallurgical performance levels.

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During the
third quarter 2007 an internal study was conducted to support a request for a
capital investment to conduct a feasibility study on the Lombador zinc deposit,
which is directly adjacent to the existing mine in Portugal. If the project is
subsequently approved, Lombador will significantly expand the Companys zinc
production once developed. At the end of the third quarter, capital to
undertake the completion of a final feasibility study was approved by the Board
of Directors. Infill and resource expansion drilling continued on Lombador, and
metallurgical test work of samples commenced towards year end. A feasibility
study was initiated prior to year end with the intent to have this study in
hand by December 2008, with a target to start mining Lombador in late 2011 or
early 2012. Ultimate mining rate of Lombador is expected to reach 2 million
tonnes per year. At the time of the announcement, total capital expenditure for
the project was estimated to be US$250 million on an unescalated basis and
based on ruling exchange rates.

Aguablanca Mine

The Aguablanca
mine was acquired by the Company in July 2007, through its purchase of RNG.

Commercial
production started in January 2005 and the first nickel/copper concentrate was
sold in May 2005.

In conjunction
with commencement of open pit operations, a 2,700 metre-long ramp to access the
mineralization below the Aguablanca open pit was developed and completed in
2005. This facilitated commencement of an underground exploration drilling
program to test the continuation of mineralization at depth. This exploration
continued during 2007.

Galmoy Mine

The merger of
the Company and ARCON International Resources p.l.c. (Arcon), the principal
asset of which was the Galmoy mine, was completed in April 2005.

Production in
2007 was negatively affected by a labour contract negotiation dispute and
technical challenges associated with ground control. Both issues were resolved
and production is expected to return to normal levels.

Aljustrel Mine

Development of
this project continued throughout 2007.

On December
16, 2007 the Company started to process run of mine ore from the Moinho ore
body and to produce zinc concentrates. Management expects to start producing
zinc and lead concentrates from the Feitais ore body during the second half of
2008. Initially, Feitais production was scheduled to start in 2009. Aljustrel
is expected to reach full production during the first quarter of 2009 at a
targeted annual rate of 80,000 tonnes of contained zinc, 17,000 tonnes of
contained lead and 1.25 million ounces of silver.

Storliden Mine

The Storliden
mine is owned by NAN, an indirect subsidiary of the Company. The mine is
scheduled to close during the third quarter of 2008 after the termination of
production scheduled for the second quarter of 2008. Costs for closing the
operations are expected to be less than US$400,000 and have been provided for.

- 9 -

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Projects

Ozernoe Zinc Deposit

The historic
non-NI43-101 compliant resource for Ozernoe is reported as 157 million tonnes
grading 5.2% zinc and 1.0% lead making it one of the largest undeveloped
open-pitable sulphide zinc resources worldwide.

In November
2006 the Company announced that it had completed a previously announced
transaction with IFC Metropol to acquire a 49% equity interest in the Ozernoe
zinc/lead deposit in the Republic of Buryatia, Russian Federation, for
consideration of US$115 million cash plus a commitment to pay an additional
US$10 million on the commencement of commercial production.

In late 2006
the Ozernoe Project carried out a resource verification drilling program. In
2007 bids for a Feasibility Study were solicited and received. In addition, a
drill program was implemented for the purpose of resource definition and
geotechnical and hydro-geological investigations; metallurgical test work on composite
core samples was also undertaken. Work towards a Feasibility Study is currently
progressing, and scheduled for completion in mid-2009.

Tenke Fungurume Copper/Cobalt Deposit

On July 3,
2007 the merger of the Company and Tenke Mining Corp. was completed and the
Company acquired indirect ownership of Tenkes 24.75% equity interest in the
Tenke Fungurume copper/cobalt deposits located in Katanga Province in the DRC.
Tenkes operating partner is Freeport-McMoRan Copper & Gold Inc.
(Freeport), which entity holds a 57.75% interest in the deposits. The
remaining 17.5% interest is held by La Generale des Carrieres et des Mines, the
DRC state-owned mining company.

In October
2007 the Company announced that construction of the initial phase of operations
was well underway and that production start up was scheduled for 2009.

The Company is
responsible for funding 30% of all capital investments however there are
contractual mechanisms in place whereby Freeport has the obligation to finance
the Companys portion of any cost increases beyond 25 % overruns of original
project scope, at the Companys discretion.

In February
2008 the Company advised that it had received a copy of a letter from the
Ministry of Mines, Government of the Democratic Republic of Congo and addressed
to Tenke Fungurume Mining S.A.R.L. (TFM). The Ministry was requesting that
further discussions take place regarding the TFM mining partnership with the
DRC state-owned mining company. The Company further advised that it was of the
view that TFMs agreements with the government were legally binding, that all
related issues had been fully dealt with under Congolese law and that the terms
that had been previously negotiated exceeded the requirements of the Congolese
Mining Code. Discussions continue with the Government in regards to issues
raised in their letter, which the Company was advised was formally responded to
by TFM.

Salave Project

Salave is an
undeveloped, near-surface gold deposit located in Asturias, in northern Spain.
The project was acquired by the Company in August 2007, through its purchase of
RNG. RNG purchased Salave in October 2003 and in 2004 undertook a full
feasibility study from which a NI 43-101 compliant technical resource report
was prepared. The report estimates that Salave contains an approximate Measured
and Indicated Resource of 1.5 million ounces of gold in 15,195,000 tonnes
grading 3.0 g/t gold using a cut-off grade of 1.0 g/t gold. An additional 0.2
million ounces of gold is estimated to be contained in 2,813,000

- 10 -

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tonnes grading
2.5 g/t gold in the Inferred Resource category. Four of the principal zones of
gold mineralization within the deposit remain open for possible additions to
the current resource.

In 2004, RNG
commenced the permitting process for the Salave project and during 2005 all
requisite documentation for this process was prepared and presented for
approval. In August 2005, the Regional Government of Asturias rejected the
application for change of land use required to develop the project. The
decision, which was not based on environmental factors, was not anticipated
because it contradicted several other authorizations previously received by
RNG, the most important of which being the expropriation of farm land and its
dedication to mining use. After a review of its legal options, RNG commenced
legal applications to the local courts seeking reversal of the decision and/or
monetary compensation. The outcome and timing of any legal action are presently
uncertain.

Mine Closures

The Company
acquired the El Valle and Carlés gold mines in Spain, and the Vueltas mine in
Honduras, as part of the acquisition of RNG. Restoration of the Spanish
properties is underway; reclamation work has been underway at the Honduran
property since August 2004.

Exploration

The Company
carries out exploration to discover new mineral resources. US$35.3 million was
incurred in 2007, comprising US$26.6 million in direct costs, US$10.1 million
of previously capitalized exploration expenditures and offset by a US$1.4
million recovery relating to the value of shares received in connection with
two farm-out option agreements signed by the Company in 2007. Direct costs were
spent on copper/zinc exploration in Portugal, zinc-lead exploration in Sweden,
Ireland and Spain and nickel/copper exploration in Spain. Approximately 130,000
metres of drilling were completed in 2007 with the majority devoted to resource
exploration drilling that resulted in the substantive year-over-year increases
in the resources presented in the accompanying tables and in the Companys
March 28, 2008 press release (the 2007 Reserves Estimate Update) updating the
Companys estimated mineral reserves and resources as at December 31, 2007.

An exploration
budget of US$38.9 million has been approved by the Board of Directors for 2008.
This budget will again fund a drill-intensive program with a total 156,200
metres of drilling planned for 2008, including 55,400 metres planned for
Portugal with the remainder apportioned between Spain, Sweden and Ireland. Of
this total, about two-thirds will be devoted to resource exploration at and
near to our mine operations with the objective of further increasing our
mineral resource base. The remainder of the 2008 budget will be focused on
regional base metals exploration largely within the prospective mineral belts
that host our mines, including the Iberian Pyrite Belt.

Corporate Matters

Since December
31, 2003 the Company has grown from a holding company with an interest in a
single mining operation, to an international mining company with 100% ownership
of 6 operating mines, an equity interest in two major mine projects and
strategic investments in several companies. Much of the Companys growth has
been as a result of acquisitions, starting with the acquisition of the
Zinkgruvan mine in 2004. In 2005 the Company acquired the Galmoy mine and in
2006 it completed its merger with EuroZinc, owner of the Neves-Corvo mine and
the Aljustrel project. Also in 2006 the Company completed the acquisition of
its 49% interest in the Ozernoe zinc/lead deposit. In 2007 the Company made a
successful take-over bid for all of the shares of Rio Narcea Gold Mines, Ltd.,
the owner of the Aguablanca mine and completed a merger with Tenke Mining Corp.
and its 24.75% interest in the Tenke Fungurume project.

- 11 -

---



|    |                                           
|--- | ------------------------------------------
|3.2 | Significant
 Acquisitions and Dispositions

In March 2005
the Company made an offer to acquire all of the issued and outstanding shares
of Arcon in exchange for cash and shares of the Company, which transaction has
since been completed.

On August 21,
2006 the Company and EuroZinc announced that they had entered into a definitive
agreement to merge the two companies. The merger was completed on October 31,
2006 and financial results were consolidatd effective from November 1, 2006. On
November 30, 2006 the Company and EuroZinc amalgamated with the resulting
company being Lundin Mining Corporation.

In November
2006 the Company announced that it had completed a previously announced
transaction with IFC Metropol in respect of the acquisition, by the Company, of
a 49% equity interest in the Ozernoe zinc/lead deposit in the Republic of
Buryatia, Russian Federation, for consideration for US$115 million cash plus a
commitment to pay an additional US$10 million on the commencement of commercial
production.

On April 11,
2007 the Company and Tenke announced that they had entered into a definitive
agreement for Lundin to acquire Tenke Mining Corp. The acquisition was
subsequently completed and financial results were consolidated effective from
July 1, 2007. On July 31, 2007 the Company and Tenke amalgamated, with the
resulting company being Lundin Mining Corporation.

On April 20,
2007 the Company made a formal take-over bid to acquire all of the issued and
outstanding shares and warrants of RNG, offering $5.00 per share and $1.04 per
warrant. On June 29, 2007 the offer per share was increased to $5.50. The
acquisition was completed on July 17, 2007 and financial results were
consolidated from that date.

On August 8,
2007 the Company and Red Back Mining Inc. completed the sale, to Red Back, of
the Tasiast gold mine, which was acquired as part of the acquisition of RNG.
The consideration was US$225 million and the assumption of US$53.1 million of
debt and derivative liabilities related to the Tasiast project.

On October 1,
2007 the Company completed a transaction providing for the delivery, to
Silverstone Resource Corp., of all silver in concentrate produced at the
Neves-Corvo and Aljustrel mines.

|    |       
|--- | ------
|3.3 | Trends

The Company is
not aware of any specific trend, commitment, event or uncertainty that is
reasonably expected to have a material effect on the Companys business. There
are, however, many uncertainties inherent in the mining and mineral exploration
business and operations in foreign countries that could have material adverse
effects on the Companys Business. See Item 6 Risk Factors below for further
particulars.

|       |                                      
|------ | -------------------------------------
|Item 4 | NARRATIVE DESCRIPTION OF THE BUSINESS

|    |                                 
|--- | --------------------------------
|4.1 | General
 Description of Business

The Company is
a Canadian-based international mining company that owns the Neves-Corvo
copper/zinc mine and the Aljustrel zinc mine in Portugal, the Zinkgruvan
zinc/lead/silver mine in Sweden, the Galmoy zinc/lead mine in Ireland, the
Aguablanca nickel/copper mine in Spain and the Storliden, copper/zinc mine in
Sweden. The Company operates all its mines with the exception of the

- 12 -

---



Storliden
mine, which is operated under contract with Boliden AB. The Company also holds
a 24.75% equity interest in the Tenke Fungurume Project, a major copper/cobalt
project under development in the Democratic Republic of Congo (DRC) and a 49%
interest in the Ozernoe Project in eastern Russia, one of the largest
undeveloped zinc/lead projects in the world.

Number of Employees

The Company
and its subsidiaries have a total of approximately 1,850 employees and 1,700
contract employees; its operations include six mines in Sweden, Portugal,
Ireland and Spain.

|    |                           
|--- | --------------------------
|4.2 | Description
 of Properties

The following
descriptions of the Storliden, Zinkgruvan, Galmoy, Neves-Corvo, Aljustrel and
Aguablanca mines are based on previously filed technical reports, the 2007
Reserves Estimate Update and on the Companys and its subsidiaries previously
filed news releases, material change reports, financial statements and management
discussion and analysis. Unless noted otherwise, all of the technical reports
referenced in this Annual Information Form have been filed on SEDAR under the
Companys profile. For more detailed geological information in respect of the
Companys properties, direct reference should be made to these technical
reports.

Zinkgruvan
Mine

The operation
consists of an underground mine and processing facility with associated
infrastructure and a production capacity of 900,000 tonnes of ore throughput.

Zinkgruvan
holds two exploitation concessions covering the deposit and its immediate area.
The Zinkgruvan Concession, which originally consisted of a large number of
small mining rights, was consolidated in 2002 into one concession covering an
area of 254 hectares. The Klara Concession was granted in 2003 and covers 355
hectares, mainly over new areas in the western part of the deposit.

The Zinkgruvan
property is approximately 200 kilometres west of Stockholm, Sweden and near the
town of Örebro. Access to Örebro is possible by paved highway, rail and by
aircraft. The port of Otterbäcken on Lake Vänern is about 100 kilometres from
Zinkgruvan by road. The port of Göteborg on Swedens west coast is accessible
by lake and canal from Otterbäcken, a distance of 200 kilometres.

During
1996-1997 resource definition drilling at Burkland led to the recognition of
significant copper mineralization drilling program was undertaken. A 3.1 Mt
Indicated Resource grading 2.9% Cu has since been defined.

- 13 -

---



The 2007
Reserves Estimate Update disclosed the following data for the Zinkgruvan mine:

|                            |  |        |  |        |      |        |  |            |  |          |       |  |  |     |  | 
|--------------------------- |  | ------ |  | ------ | ---- | ------ |  | ---------- |  | -------- | ----- |  |  | --- |  | 
|Zinkgruvan,
 Sweden (1) (2) |  |        |  |        |      |        |  |            |  |          |       |  |  |     |  | 
|                            |  |        |  |        |      |        |  |            |  |          |       |  |  |     |  | 
|December 31, 2007           |  | Tonnes |  | Zinc % |      | Lead % |  | Silver g/t |  | Copper % |      
|                            |  |        |  |        |      |        |  |            |  |          |      
|                            |  |        |  |        |      |        |  |            |  |          |       |  |  |     |  | 
|Mineral Reserves            |  |        |  |        |      |        |  |            |  |          |       |  |  |     |  | 
|Proven, Zinc                |  | 8,306  |  |        | 10.3 |        |  | 5.5        |  |          | 114.0 |  |  |     |  | 
|Probable,
 Zinc             |  | 2,249  |  |        | 8.4  |        |  | 2.8        |  |          | 62.0  |  |  |     |  | 
|Proven &
 Probable          |  | 10,555 |  |        | 9.9  |        |  | 4.9        |  |          | 102.9 |  |  |     |  | 
|                            |  |        |  |        |      |        |  |            |  |          |       |  |  |     |  | 
|Mineral Resources           |  |        |  |        |      |        |  |            |  |          |       |  |  |     |  | 
|Measured,
 Zinc             |  | 553    |  |        | 6.3  |        |  | 0.9        |  |          | 24.0  |  |  |     |  | 
|Indicated,
 Zinc            |  | 3,677  |  |        | 9.3  |        |  | 4.5        |  |          | 109.0 |  |  |     |  | 
|Measured
 & Indicated, Zinc |  | 4,230  |  |        | 8.9  |        |  | 4.0        |  |          | 97.9  |  |  |     |  | 
|                            |  |        |  |        |      |        |  |            |  |          |       |  |  |     |  | 
|Indicated,
 Copper          |  | 3,100  |  |        | 0.5  |        |  | 0.0        |  |          | 32.0  |  |  | 2.9 |  | 
|                           
|Inferred,
 Zinc             |  | 4,320  |  |        | 9.4  |        |  | 2.9        |  |          | 67.0  |  |  |     |  | 
|Inferred,
 Copper           |  | 770    |  |        | 0.2  |        |  | 0.0        |  |          | 20.0  |  |  | 2.8 |  | 

Notes:

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The 2007 Zinkgruvan
 Mineral Resource data is exclusive of the Mineral Reserves, and the copper
 Mineral Resources are estimated using a 2.0% Cu cut-off. The 2007 Zinkgruvan
 zinc/lead Mineral Resources and Reserves are estimated using a SEK250 NSR
 cut-off. The metal prices used are US$1,653/t for Zn, US$3,307/t for Cu,
 US$992/t for Pb and US$10.00/oz for Ag and the assumed exchange rate is
 SEK/US 7.75.                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(2) | The Qualified Persons
 responsible for the Zinkgruvan reserve and resource estimates is Neil Burns,
 the Companys Corporate Resource Geologist, who is a Professional Geologist
 registered with the Association of Professional Engineers and Geoscientists
 of British Columbia (APEGBC), together with Per Hedström and Lars
 Malmström, employees of the Zinkgruvan mine and members of the Australian
 Institute of Mining and Metallurgy.

The Zinkgruvan
underground mine has three shafts with current mining focused on the Burkland
and Nygruvan ore bodies. One shaft is used for ore and waste handling; the
other two are used for transportation of personnel and for emergency egress.

The current
flowsheet consists of crushing and autogenous grinding, bulk flotation,
concentrate regrind, selective flotation separation of lead concentrates from
zinc concentrates, all followed by thickening and filtration of the individual
lead and zinc concentrates. After the upgrade of the autogenous grinding system
with speed control in July 2007 the capacity of the mill rose to 900,000 tonnes
per annum.

In October
2007 the Company announced the Zinkgruvan Expansion Programme, a project that
is projected to increase ore production from 900,000 tonnes per annum to 1.2
million tonnes per annum through the addition of copper ore to production. Part
of this expansion includes the Zinkgruvan Copper Project, underground and
surface concentrator investments to exploit a copper deposit adjacent to the
Burkland zinc deposit. First production of copper in concentrate is planned for
2010; annual copper production will be 7,200 tonnes in concentrate.

Zinkgruvan has
dedicated staff responsible for environmental matters throughout the site.
Zinkgruvan has previously been the subject of an application to the County
Environmental Board for not complying

- 14 -

---



with certain
environmental regulations. The application related to dusting incidents from
the tailings pond at the mine. Apart from this incident the Company has, to its
knowledge, met all emission standards.

Neves-Corvo
Mine

The mine is
located approximately 220km southeast of Lisbon in the Alentejo district of
southern Portugal.

Neves-Corvo is
located in the western part of the Iberian Pyrite Belt which stretches through
southern Spain into Portugal and which has historically hosted numerous major
stratiform volcano-sedimentary massive sulphide deposits. Five massive sulphide
lenses have been defined at Neves Corvo comprising Neves (divided into North
and South), Corvo, Graça, Zambujal and Lombador. The base metal grades are
segregated by the strong metal zoning into copper, tin and zinc zones, as well
as barren massive pyrite.

The mine
access is provided by one vertical 5m diameter shaft, hoisting ore from the
700m level, and a ramp from surface. A number of different stoping methods are
employed on the mine but the most prominent being Bench and Fill and Drift and
Fill.

The processing
operations at Neves-Corvo are divided between the Copper Plant, which treats
copper ores, and the Zinc Plant which treats a polymetallic ore. The processing
of copper ores at Neves-Corvo is well established, with over 18 years of
production. The plant has treated a maximum of 2.0 Mtpa of ore and the plant
has been modified to treat up to 2.2Mtpa.

In 2006 the
Company commenced treating zinc ores. These massive pyrite ores are essentially
polymetallic, containing minor levels of copper, lead, and silver although
these minerals are not recovered. The ores are treated at a rate of 400,000tpa
in the former Tin Plant which has been converted for this purpose.

The 2007
Reserves Estimate Update disclosed the following data in respect of
Neves-Corvo:

|                              |  |        |        |          |     |        |  |        |  |  |     |  | 
|----------------------------- |  | ------ | ------ | -------- | --- | ------ |  | ------ |  |  | --- |  | 
|Neves-Corvo, Portugal (1) (2) |  |        |        |          |     |        |  |        |  |  |     |  | 
|December 31, 2007             |  | Tonnes |        | Copper % |     | Zinc % |  | Lead % | 
|                              |  |        |        |          |     |        |  |        | 
|                             
|Mineral Reserves              |  |        |        |          |     |        |  |        |  |  |     |  | 
|Proven, Copper                |  |        | 17,184 |          | 4.4 |        |  | 0.9    |  |  | 0.2 |  | 
|Probable, Copper              |  |        | 530    |          | 2.8 |        |  | 0.2    |  |  | 0.3 |  | 
|Proven & Probable,            |  |        | 17,714 |          | 4.4 |        |  | 0.9    |  |  | 0.2 |  | 
|Copper                        |  |        |        |          |     |        |  |        |  |  |     |  | 
|                              |  |        |        |          |     |        |  |        |  |  |     |  | 
|Proven, Zinc                  |  |        | 19,029 |          | 0.4 |        |  | 6.1    |  |  | 1.1 |  | 
|Probable, Zinc                |  |        | 141    |          | 0.4 |        |  | 6.3    |  |  | 2.3 |  | 
|Proven & Probable, Zinc       |  |        | 19,170 | (3)      | 0.4 |        |  | 6.6    |  |  | 1.2 |  | 

- 15 -

---



|                              |  |        |        |          |     |        |  |        |  |  |     |  | 
|----------------------------- |  | ------ | ------ | -------- | --- | ------ |  | ------ |  |  | --- |  | 
|Neves-Corvo, Portugal (1) (2) |  |        |        |          |     |        |  |        |  |  |     |  | 
|December 31, 2007             |  | Tonnes |        | Copper % |     | Zinc % |  | Lead % | 
|                              |  |        |        |          |     |        |  |        | 
|                             
|Mineral Resources             |  |        |        |          |     |        |  |        |  |  |     |  | 
|Measured,
 Copper             |  |        | 19,239 |          | 5.1 |        |  | 1.0    |  |  | 0.3 |  | 
|Indicated,
 Copper            |  |        | 1,198  |          | 4.0 |        |  | 1.2    |  |  | 0.3 |  | 
|Measured
 & Indicated,        |  |        | 20,437 |          | 5.1 |        |  | 1.0    |  |  | 0.3 |  | 
|Copper                        |  |        |        |          |     |        |  |        |  |  |     |  | 
|                              |  |        |        |          |     |        |  |        |  |  |     |  | 
|Measured,
 Zinc               |  |        | 38,637 |          | 0.5 |        |  | 5.6    |  |  | 1.1 |  | 
|Indicated,
 Zinc              |  |        | 596    |          | 0.5 |        |  | 5.2    |  |  | 1.4 |  | 
|Measured
 & Indicated,        |  |        | 39,233 |          | 0.5 |        |  | 5.6    |  |  | 1.1 |  | 
|Zinc                          |  |        |        |          |     |        |  |        |  |  |     |  | 
|                              |  |        |        |          |     |        |  |        |  |  |     |  | 
|Inferred,
 Copper             |  |        | 3,338  |          | 3.4 |        |  | 0.8    |  |  | 0.2 |  | 
|Inferred,
 Zinc               |  |        | 37,735 |          | 0.4 |        |  | 5.9    |  |  | 1.6 |  | 

|       |                                                                                                                                                                                                                                                                                                                                    
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Notes: |                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                    
|(1)    | The 2007 Neves-Corvo
 Mineral Resource data is inclusive of the Mineral Reserves and is estimated
 at a cut-off of 1.0% Cu and 3.0% Zn respectively. The 2007 copper and zinc
 Mineral Reserves are estimated using a cut-off grade of 1.6% Cu and 4.6% Zn
 respectively.                                                          
|       |                                                                                                                                                                                                                                                                                                                                    
|(2)    | The Qualified Persons
 responsible for the Neves-Corvo reserve and resource estimates are Lundin
 Minings Corporate Resource Geologist, Neil Burns, who is a Professional
 Geologist registered with APEGBC together with the mines geology and
 engineering department under the guidance of Nelson Pacheco and Carlos
 Moreira.
|       |                                                                                                                                                                                                                                                                                                                                    
|(3)    | This Resource and Reserve
 table excludes the Lombador South Proven and Probable Zinc Reserve and
 Measured and Indicated Zinc Resource which was disclosed by the Company on
 March 28, 2008 and will be detailed in a supporting technical report filed
 within 45 days of that date.                                            

Aguablanca
Mine

Commercial
production started in January 2005 and the first nickel/copper concentrate was
sold in May 2005.

The Aguablanca
nickel/copper sulfide deposit is located in the province of Badajoz, in the
municipality of Monesterio, five kilometres west of the village of El Real de
la Jara. The Aguablanca deposit has excellent logistical communications being
approximately three kilometres from the Seville-Merida national highway, 80
kilometres by road to Seville and 140 kilometres from a major seaport at
Huelva. There is ready access to power, telephone lines and domestic water and
industrial water and several sources.

The Aguablanca
region has a Mediterranean climate.

The mineral
rights consist of leases, options to purchase or freehold interests in
registered exploration permits, surveyed investigation permits and state
mineral reserves covering a total surface area of approximately 5,645 square
kilometres.

- 16 -

---



The Aguablanca
deposit consists of three parts: (1) the main mineralized body, approxiomately
300 metres long by 50 to 100 metres wide, trends east-northeast, (2) a deeper
mineralized extension, and (3) the northern body. The mineralized bodies are
cut by northeast and northwest trending faults.

The mine
operation has been developed with contract mining. In 2007 production from the
open pit operation was 1,707,330 ore tones at 0.51% nickel and 0.40% copper.
During 2007, the mine had a strip ratio of approximately 8:1. This is expected
to rise to 11:1 for 2008 as a backlog of stripping is addressed and development
takes place for the next phase of pit design. Life of mine strip ratio beyond
2008 is expected to average 6.9:1.

The Aguablanca
processing plant has been designed to produce a bulk copper/nickel/platinum
group metals concentrate. However, the plant has the flexibility to produce
separate copper and nickel concentrates with minimal loss of nickel to the
copper concentrate, by exploiting the flotation rate differences between the
fast floating copper and the nickel minerals.

The 2007
Reserves Estimate Update disclosed the following information:

|                          |  |         |        |     |  |      |  |  |      | 
|------------------------- |  | ------- | ------ | --- |  | ---- |  |  | ---- | 
|Aguablanca, Spain (1) (2) |  |         |        |     |  |      |  |  |      | 
|December 31, 2007         |  | Ktonnes |        | Ni% |  | Cu%  | 
|                          |  |         |        |     |  |      | 
|                         
|Mineral Reserves          |  |         |        |     |  |      |  |  |      | 
|Proven                    |  |         | 6,337  |     |  | 0.64 |  |  | 0.51 | 
|Probable                  |  |         | 4,339  |     |  | 0.59 |  |  | 0.47 | 
|Proven +
 Probable        |  |         | 10,676 |     |  | 0.62 |  |  | 0.49 | 
|                          |  |         |        |     |  |      |  |  |      | 
|Mineral Resources         |  |         |        |     |  |      |  |  |      | 
|Measured                  |  |         | 7,922  |     |  | 0.64 |  |  | 0.53 | 
|Indicated                 |  |         | 5,809  |     |  | 0.61 |  |  | 0.51 | 
|Measured +
 Indicated     |  |         | 13,731 |     |  | 0.62 |  |  | 0.52 | 
|                          |  |         |        |     |  |      |  |  |      | 
|Inferred                  |  |         | 2,656  |     |  | 0.41 |  |  | 0.32 | 

|       |                                                                                                                                                                                                                                                                           
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Notes: |                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                           
|(1)    | The 2007 Mineral Resources
 are inclusive of Mineral Reserves. The 2007 in pit Resources and Reserves
 have been reported above a 0.2% nickel cut-off. The 2007 underground
 Resources are reported above a 0.3% Ni cut-off and the Reserves above a 0.5%
 nickel cut-off.
|       |                                                                                                                                                                                                                                                                           
|(2)    | The Qualified Persons
 responsible for the Aguablanca reserve and resource estimates are Lundin
 Minings Corporate Resource Geologist, Neil Burns, who is a Professional
 Geologist registered with the APEGBC and Alan Noble, PE.                                       

Galmoy Mine

The Galmoy
mine is located in south-central Ireland in County Kilkenny, on its northern
boundary with County Laois. The immediate Galmoy mine, plant and tailings
containment area is covered by five contiguous State Mining Licenses (SMLs),
being SML 1, SML 6, SML 8, SML 9 and SML 10, totalling 1,590.9 ha. These SMLs
are located within and surrounded by a contiguous block of six prospecting
licenses.

- 17 -

---



The mine can
be reached from Dublin by paved highways and secondary roads and is approximately
30 km to the northwest of the city of Kilkenny. Numerous secondary and tertiary
roads, most of them paved, although often narrow and sinuous, reach all corners
of the immediate mine area.

Active
exploration programs on these holdings have been ongoing since the mid-1980s.,
The exploration group plans and carries out all the programs, including
definition drilling on mineralised zones. The latter is done in consultation
with mine geological staff.

The
underground mine has most of the workings between 100 m and 160 m below
surface. The primary access is by a decline and mine production is primarily
carried out by room-and-pillar and by bench-and-fill methods.

The Galmoy
flowsheet employs a conventional SAG-ball
mill grinding circuit with differential flotation for the production of lead
and zinc concentrates.

The 2007
Reserve Estimate Update disclosed the following information in respect of the
Galmoy mine:

|                        |  |        |       |        |      |        |  |            |  |  |      |  | 
|----------------------- |  | ------ | ----- | ------ | ---- | ------ |  | ---------- |  |  | ---- |  | 
|Galmoy, Ireland (1) (2) |  |        |       |        |      |        |  |            |  |  |      |  | 
|December 31, 2007       |  | Tonnes |       | Zinc % |      | Lead % |  | Silver g/t | 
|                        |  |        |       |        |      |        |  |            | 
|                       
|Mineral Reserves        |  |        |       |        |      |        |  |            |  |  |      |  | 
|Proven                  |  |        | 1,877 |        | 16.1 |        |  | 4.6        |  |  | 44.3 |  | 
|Probable                |  |        | 143   |        | 12.3 |        |  | 1.4        |  |  | 10.1 |  | 
|Proven &
 Probable      |  |        | 2,020 |        | 15.8 |        |  | 4.4        |  |  | 41.9 |  | 
|                        |  |        |       |        |      |        |  |            |  |  |      |  | 
|Mineral Resources       |  |        |       |        |      |        |  |            |  |  |      |  | 
|Measured                |  |        | 1,435 |        | 15.3 |        |  | 3.6        |  |  | 36.8 |  | 
|Indicated               |  |        | 510   |        | 13.9 |        |  | 2.2        |  |  | 15.6 |  | 
|Measured
 & Indicated   |  |        | 1,945 |        | 14.9 |        |  | 3.2        |  |  | 31.3 |  | 
|                        |  |        |       |        |      |        |  |            |  |  |      |  | 
|Inferred                |  |        | 33    |        | 13.2 |        |  | 0.9        |  |  | 8.0  |  | 

|       |                                                                                                                                                                                                                                                                                                   
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Notes: |                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                   
|(1)    | The 2007 Galmoy Mineral
 Resource data is exclusive of the Mineral Reserves and is estimated at a
 cut-off of 4.5% Zinc Equivalent (Zn + Pb/2). The 2007 Mineral Reserve is
 estimated at a cut-off of 6.0% Zinc Equivalent.                                                                      
|       |                                                                                                                                                                                                                                                                                                   
|(2)    | The Qualified Persons
 responsible for these estimates are Neil Burns, the Companys Corporate
 Resource Geologist, who is a Professional Geologist registered with the
 APEGBC, Mike Lowther, P.Geo., MIMMM CEng., Mine Superintendent; and EurGeol,
 Paul McDermott, Head of Technical Services.

Aljustrel Mine

The Aljustrel
Project includes the Aljustrel Mining Lease (4.7 sq km) and the surrounding
Malhadinha Exploration Concession (253 sq km). The properties are held by
Pirites Alentejanas, S.A. (PA), which in turn is owned by Lundin Mining
(ownership of 99.9%).

Mining in this
area has been carried out for over a hundred years, primarily for pyrite. Base
metal mining was conducted from 1991 to 1993 utilizing modern mining methods
and procedures with large and

- 18 -

---



productive
equipment. The underground openings and infrastructure, the process plant and
the waste management facilities have been on continuous care and maintenance
since closure.

Development of
the Aljustrel Project continued throughout 2007. The project comprises the
upgrading of the process facilities, underground access and infrastructure, and
pre-production development of underground stoping areas to produce 1.8Mtpa of
zinc, lead, copper and silver ore. In December 2007 the Company announced that
production at the Aljustrel mine and mill had started and that the first zinc
concentrates were produced on December 16, 2007. The mine was expected to reach
full production during the first quarter of 2009 at a rate of 80,000 tonnes of
concentrated zinc, 17,000 tonnes of contained lead and 1.25 million ounces of
silver.

The Aljustrel
Project is accessible by rail and major highways from Lisbon and Faro, both of
which have daily international flights to other locations in Europe and abroad.
Aljustrel is located 175km southeast of Lisbon by road and 125km north of Faro.

The area has a
Mediterranean climate that is characterized by long, dry summers and short,
moderate winters.

As reported in
the 2007 Financial Statements, an impairment test was carried out and
identified that the carrying value of the Aljustrel mine was unlikely to be
recovered, resulting in an impairment charge to mineral properties and
development costs of US$193.1 million (US$141.9 million after tax). The
impairment charge occurred, in part, due to the decline of the US dollar
against the Euro, as the Companys operations in Europe incur operating and
capital costs primarily in Euros, while revenue from concentrate sales is
denominated in US dollars. The fair value of the reporting units was estimated
using all available information at the effective date of the impairment tests,
including discounted estimated future cash flows, replacement costs and other
market related data. Management will continue to assess the viability of this
project.

The 2007
Reserves Estimate Update disclosed the following information:

|                              |  |        |        |          |     |        |  |        |  |            |     |  |  |      |  | 
|----------------------------- |  | ------ | ------ | -------- | --- | ------ |  | ------ |  | ---------- | --- |  |  | ---- |  | 
|Aljustrel, Portugal (1) (2)   |  |        |        |          |     |        |  |        |  |            |     |  |  |      |  | 
|December 31, 2007             |  | Tonnes |        | Copper % |     | Zinc % |  | Lead % |  | Silver g/t |    
|                              |  |        |        |          |     |        |  |        |  |            |    
|                             
|Mineral Reserves              |  |        |        |          |     |        |  |        |  |            |     |  |  |      |  | 
|Probable,
 Zinc               |  |        | 13,130 |          | 0.2 |        |  | 5.6    |  |            | 1.8 |  |  | 62.9 |  | 
|Probable,
 Copper             |  |        | 1,664  |          | 2.2 |        |  | 1.0    |  |            | 0.3 |  |  | 14.6 |  | 
|                              |  |        |        |          |     |        |  |        |  |            |     |  |  |      |  | 
|Mineral Resources             |  |        |        |          |     |        |  |        |  |            |     |  |  |      |  | 
|Measured,
 Zinc               |  |        | 5,529  |          | 0.4 |        |  | 5.0    |  |            | 1.8 |  |  | 50.5 |  | 
|Indicated,
 Zinc              |  |        | 20,337 |          | 0.2 |        |  | 5.7    |  |            | 1.8 |  |  | 62.2 |  | 
|Measured
 & Indicated, Zinc   |  |        | 25,867 |          | 0.3 |        |  | 5.6    |  |            | 1.8 |  |  | 59.7 |  | 
|                              |  |        |        |          |     |        |  |        |  |            |     |  |  |      |  | 
|Measured,
 Copper             |  |        | 938    |          | 2.2 |        |  | 1.2    |  |            | 0.4 |  |  | 24.1 |  | 
|Indicated,
 Copper            |  |        | 5,271  |          | 2.1 |        |  | 0.9    |  |            | 0.2 |  |  | 13.9 |  | 
|Measured
 & Indicated, Copper |  |        | 6,209  |          | 2.1 |        |  | 0.9    |  |            | 0.3 |  |  | 15.4 |  | 
|                              |  |        |        |          |     |        |  |        |  |            |     |  |  |      |  | 
|Inferred,
 Zinc               |  |        | 10,624 |          | 0.3 |        |  | 5.1    |  |            | 1.6 |  |  | 48.6 |  | 
|Inferred,
 Copper             |  |        | 2,204  |          | 2.1 |        |  | 0.7    |  |            | 0.2 |  |  | 11.7 |  | 

- 19 -

---



Notes:

|    |                                                                                                                                                                                                                                                                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The 2007
  Aljustrel Mineral Resource data is inclusive of Mineral Reserves. The copper
  Mineral Resources and Mineral Reserves are estimated using a 1.5% Cu cut-off
  for all deposits. The 2007 Aljustrel zinc Mineral Resources and Mineral
  Reserves are estimated using 4.5% Zn, 4.0% Zn and 4.0% Zn for the Feitais,
  Moinho and Estacao deposits respectively.
|    |                                                                                                                                                                                                                                                                                                                                                                          
|(2) | The
  Qualified Persons responsible for the Aljustrel reserve and resource
  estimates are Lundin Minings Corporate Resource Geologist, Neil Burns, who
  is a Professional Geologist registered with the APEGBC and Aljustrels
  Project Manager, Guy Lauzier, PEng.                                                                                                  

Storliden Mine

In 2006 it was determined that the mine would
be closed during the latter part of the third quarter of 2007. That date was
subsequently extended to the third quarter of 2008. Costs for closing the
operations are expected to be less than US$400,000 and have been provided for.

|    |               
|--- | --------------
|4.3 | Other Projects

Tenke Fungurume Project

The Company holds a 24.75%
equity interest in the Tenke Fungurume copper/cobalt deposits located in
Katanga Province in the DRC. Tenkes operating partner is Freeport, which
entity holds a 57.75% interest in the deposits. The remaining 17.5% interest is
held by La Generale des Carrieres et des Mines (Gecamines), the DRC
state-owned mining company.

The Tenke Fungurume Project
is situated on two concessions totaling in excess of 1,500 square kilometres.
The Project is situated about 175 kilometres northwest of Lubumbashi, in
southeastern DRC.

The main highway, the main
railroad, and the main power line connecting Kolwezi and Likasi with Lubumbashi
pass through the Project. Scheduled air service is available between Lubumbashi
and the capital at Kinshasa, as well as from Johannesburg, South Africa and Zambia.
An airstrip on the Project can accommodate Hercules C130s and small passenger
jets. Port facilities at Dar-es-Salaam, Tanzania, Walvis Bay, Nambia and
Richards Bay/Durban, South Africa, can be accessed via road and rail. Most
copper and cobalt product and bulk mine consumables will be shipped between the
DRC and ports in Nambia and South Africa as the primary transport routes.

Climate at the Project is
subtropical.

Facilities have been
designed to initially produce approximately 115,000 metric tonnes per annum
(tpa) of London Grade A quality copper cathode and 8,000 tpa of cobalt in any
combination of cobalt metal or intermediate cobalt hydroxide. Site
infrastructure and process facility layouts have been designed contemplating
significant future potential expansions.

Under Freeports direction,
as Operator, construction advanced during 2007.

As at the end of 2007, more
than 60% of the project design engineering and more than 70% of equipment
purchases were completed. Construction progress approached the 17% completion
point with construction work force in excess of 1,200 workers.

Offsite work is also in
progress with Freeport advancing the Lundin/Freeport commitments to refurbish
local hydro power generating capabilities by rebuilding several generators at
the Nseke Power Station,

- 20 -

---



west of the Tenke Fungurume
concessions towards Kolwezi. This investment will provide a dramatic
improvement to the regional power infrastructure. The Project also invested in
national highway upgrades and community facilities such as schools, water
supply and medical facilities in the Tenke Fungurume vicinity.

During the fourth quarter
2007, Freeport announced updated capital costs with the latest estimated direct
capital cost rising to US$900 million. Copper and cobalt production is now
expected in 2009. Estimated cost of the project continues to be monitored to
mitigate further cost increases; however, additional cost escalation cannot be
ruled out.

In connection with a long
announced Government Policy to review all mining agreements in the DRC, the
Ministry of Mines recently made a formal request for further discussion with
TFM regarding the TFM Project partnership with Gecamines. Included in the
request for discussion are such matters as the quantum of transfer payments to
the DRC, the percentage of Government ownership in the TFM Project, the degree
of Gecamines involvement in the management of the TFM Project, regularization
of certain issues under Congolese law, and the implementation of social plans.

By way of background: In
mid-2002, the DRC parliament approved a World Bank sponsored new DRC Mining
Code which largely replaced the legacy approach to DRC government/investor
mineral property ownership (such as existed with partnerships with the State
mining organization - Gecamines). DRC mineral property partnerships were
previously characterized as with Tenke Fungurumes agreements by a regime of
high DRC Government/Gecamines shareholding interest and up front asset transfer
payments, schedule obligations and minimum production starting sizes, in
combination with essentially complete exemptions on taxes and duties for the
life of mine.

The new DRC Mining Code is
characterized by a regime of minimal government related share ownership (5%), a
full suite of corporate income tax (30 %), metal export (1 % of net sales
NSR) and expatriated dividend (10 %) taxes, metal royalties (2 % NSR for base
metals), an extensive list of imported goods duties, and no requirements for
project schedules nor minimum mine production sizes. In mid-2003 the Government
of Transition came into full power in the DRC and at the unanimous request of,
relevant Ministers, the four vice-presidents and the Presidency of the
Government, a proposal was submitted by the investing partners to amend
existing agreements governing the development of the Tenke Fungurume Project,
based on the commercial principles of the new DRC Mining Code.

In the second half of 2003
and throughout 2004 numerous meetings were held with the new government and
revised development proposals were submitted to Gecamines and government
officials. Negotiations proceeded and in January 2005 the economic council of
the DRC (Ecofin) recommended approval of the major terms of amendments to the
Tenke Fungurume underlying ownership and development agreements. Under the
direction of the Presidency, in mid-2005 an Inter-Ministerial Committee was
established to support finalization of amended terms and Tenke Fungurume
agreements. Between September and November 2005 amended agreements for the
development of the Tenke Fungurume project were completed and formally approved
by Gecamines, then the relevant Ministers, the executive Council of Ministers
of the Government of the DRC and further ratified by Presidential decree. These
final agreements govern through the subsidiaries of Lundin Mining Corporation,
Phelps Dodge (Freeport), Gecamines and the DRC Governments rights and
obligations related to the Tenke Fungurume mineral concessions all in complete
conformance to DRC and international law.

The amended agreements
resulted in an effective 24.75% interest in the Project for Lundin, 57.75%
ownership by Freeport, as Operator, and 17.5% ownership by Gecamines. In
addition to the commitment to develop the project under the full suite of DRC Mining
Code, corporate, export and dividend taxes, metals royalties and duties noted
above, sole funding investors Freeport and Lundin committed to

- 21 -

---



Gecamines benefit, a total
of US$100 million in asset transfer payments (US$65 million already paid, a
further US$5 million currently sits in escrow, and US$10 million annually on
the first three anniversaries of production).

Furthermore, Lundin and
Freeport made other commitments in excess of that required by the new DRC
Mining Code including: starting production greater than 40,000 tonnes per annum
(tpa) copper production (actual starting size is designed at 115,000 tpa); a
special local annual social fund, effectively, doubling the local contribution
from the DRC mining code royalty; technology transfer and training programs,
and special involvement from Gecamines in various aspects of the project. In
aggregate the amended terms are significantly better for DRC than if Tenke
Fungurume project was developed exclusively under the DRC Mining Code, with
more than half the value of the deposit over the long term aggregating to the
DRC/Gecamines.

The Company believes the TFM
agreements with the Government are legally binding, all related issues have
been duly addressed under Congolese law and the overall fiscal terms as
previously negotiated and incorporated into the Congolese Mining Convention as
Amended and Restated and that they exceed the requirements of the Congolese
Mining Code. Freeport, as operator has made an appropriate response to the DRC
Ministry of Mines. However, until a resolution can be reached between the
partners, the carrying value of the Companys interest is subject to
uncertainty.

The 2007 Reserve Estimate Update disclosed
the following information:

|                                                        |  |         |         |      |  |      |      |  |  |  |      |  | 
|------------------------------------------------------- |  | ------- | ------- | ---- |  | ---- | ---- |  |  |  | ---- |  | 
|Tenke
  Fungurume, Democratic Republic of Congo (1) (2) |  |         |         |      |  |     
|December
  31, 2007                                     |  | Ktonnes |         | TCu% |  | TCo% |     
|                                                        |  |         |         |      |  |      |      |  |  |  |      |  | 
|                                                        |  |         |         |      |  |      |      |  |  |  |      |  | 
|Mineral
  Reserves                                      |  |         |         |      |  |      |      |  |  |  |      |  | 
|Proven                                                  |  |         | 56,000  |      |  |      | 2.11 |  |  |  | 0.36 |  | 
|Probable                                                |  |         | 44,000  |      |  |      | 2.47 |  |  |  | 0.30 |  | 
|Proven + Probable                                       |  |         | 100,000 |      |  |      | 2.27 |  |  |  | 0.33 |  | 
|                                                        |  |         |         |      |  |      |      |  |  |  |      |  | 
|Measured
  Resources                                    |  |         |         |      |  |      |      |  |  |  |      |  | 
|Oxide                                                   |  |         | 58,551  |      |  |      | 3.57 |  |  |  | 0.34 |  | 
|Mixed                                                   |  |         | 64,658  |      |  |      | 3.27 |  |  |  | 0.33 |  | 
|Sulfide                                                 |  |         | 3,107   |      |  |      | 4.37 |  |  |  | 0.36 |  | 
|Total                                                   |  |         | 126,316 |      |  |      | 3.44 |  |  |  | 0.33 |  | 
|                                                        |  |         |         |      |  |      |      |  |  |  |      |  | 
|Indicated
  Resources                                   |  |         |         |      |  |      |      |  |  |  |      |  | 
|Oxide                                                   |  |         | 33,714  |      |  |      | 2.69 |  |  |  | 0.33 |  | 
|Mixed                                                   |  |         | 74,137  |      |  |      | 2.42 |  |  |  | 0.26 |  | 
|Sulfide                                                 |  |         | 937     |      |  |      | 3.75 |  |  |  | 0.43 |  | 
|Total                                                   |  |         | 108,788 |      |  |      | 2.52 |  |  |  | 0.28 |  | 

- 22 -

---



|                                                        |  |         |         |      |  |      |      |  |  |  |      |  | 
|------------------------------------------------------- |  | ------- | ------- | ---- |  | ---- | ---- |  |  |  | ---- |  | 
|Tenke
  Fungurume, Democratic Republic of Congo (1) (2) |  |         |         |      |  |     
|December
  31, 2007                                     |  | Ktonnes |         | TCu% |  | TCo% |     
|                                                        |  |         |         |      |  |      |     
|                                                        |  |         |         |      |  |      |      |  |  |  |      |  | 
|Measured
  + Indicated                                  |  |         |         |      |  |      |      |  |  |  |      |  | 
|Resources                                               |  |         |         |      |  |      |      |  |  |  |      |  | 
|Oxide                                                   |  |         | 92,265  |      |  |      | 3.25 |  |  |  | 0.34 |  | 
|Mixed                                                   |  |         | 138,795 |      |  |      | 2.82 |  |  |  | 0.29 |  | 
|Sulfide                                                 |  |         | 4,044   |      |  |      | 4.22 |  |  |  | 0.37 |  | 
|Total                                                   |  |         | 235,104 |      |  |      | 3.01 |  |  |  | 0.31 |  | 
|                                                        |  |         |         |      |  |      |      |  |  |  |      |  | 
|Inferred
  Resources                                    |  |         |         |      |  |      |      |  |  |  |      |  | 
|Oxide                                                   |  |         | 70,152  |      |  |      | 2.75 |  |  |  | 0.20 |  | 
|Mixed                                                   |  |         | 176,043 |      |  |      | 2.61 |  |  |  | 0.20 |  | 
|Sulfide                                                 |  |         | 17,557  |      |  |      | 1.82 |  |  |  | 0.13 |  | 
|Total                                                   |  |         | 263,752 |      |  |      | 2.60 |  |  |  | 0.19 |  | 

Notes:

|    |                                                                                                                                                                                                                                                         | 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|(1) | Tenke
  Mineral Reserves are reported at a 1.3% Cu equivalent cut-off based on metal
  prices of US$2,646/t for copper and US$26,455/t for cobalt. Mineral Resources
  are reported a 1% Cu equivalent cut-off based on a ratio of 5.7 to 1 Co to
  Cu. | 
|    |                                                                                                                                                                                                                                                         | 
|(2) | The
  Qualified Person responsible for the Tenke reserve and resource estimates is
  John Nilsson, PEng, and, for statements made under SEC guidelines, Freeport
  McMoRan technical staff.                                                             | 

Ozernoe Project

Feasibility studies on the
Ozernoe project in the Republic of Buryatia, Eastern Siberia, Russia progressed
during 2007. Priorities included additional infill and step out ore deposit
drilling, confirmatory metallurgical sampling and testing, commencement of a
formal independent party feasibility study and establishment of on-site
infrastructure to enable the project to advance.

International independent
consultants were retained in the first half of 2007 to advance mineral resource
and ore reserve modelling, to complete the overall project feasibility study,
and to determine environmental and social impact assessments. Particular
highlights or initiatives successfully concluded on the project included the
conduct of environmental seminars with local, regional and federal stakeholders
on mitigation of project impact, mineral deposit drilling where preliminary
indications of resource modelling confirm the previous work by others and
initial independent metallurgical test work which also is progressing according
to expectations.

During the fourth quarter of
2007, the focus of work was on starting size throughput studies considering as
a minimum a 6 million tonne per annum initial mill feed rate. Ore reserve
drilling also advanced with the objective of updating overall mineral resource
statements in the first half 2008. Metallurgical testing significantly advanced
during the fourth quarter 2007 at both Russian and offshore laboratories.
Ground water supply wells were drilled and tested to investigate the
hydro-geologic regime.

Project progress has been
slower than desired and in order to address delays and other perceived
shortcomings, a new Project Director was hired in January 2008. This
appointment addresses some of the issues on the project. Certain milestones
contained within the mineral license are under negotiation.

- 23 -

---



These milestones need to be
extended and, while there is no indication that such extensions will not be
given, there is no guarantee that these extensions will be granted.

The recoverability of the
Ozernoe property is dependent upon the discovery of economically recoverable
reserves, preservation and confirmation of the Joint Venture Companys licensed
interests in the underlying mineral claims, the ability of the Joint Venture
Company and the Joint Venture partners to obtain the necessary financing to
complete the project, and future profitable production or alternatively, upon
the Companys ability to dispose of the interest on an advantageous basis.
Changes in future conditions of ownership, if any, could result in material
reductions to the carrying value of the Ozernoe property.

The historic non-NI43-101
compliant resource for Ozernoe is reported as 157 million tonnes grading 5.2%
zinc and 1.0% lead making it one of the largest undeveloped open-pitable
sulphide zinc resources worldwide.

|       |                                              
|------ | ---------------------------------------------
|Item 5 | SELECTED
  CONSOLIDATED FINANCIAL INFORMATION

|    |          
|--- | ---------
|5.1 | Dividends

There are no restrictions
which prevent the Company from paying dividends. The Company has not paid
dividends on its common shares in the last five years and it has no present
intentions of paying any dividends on its common shares, as it anticipates that
all available funds will be invested to finance the growth of its business. The
directors of the Company will determine if and when dividends should be
declared and paid in the future, based on the Companys financial position at
the relevant time.

|    |                                       
|--- | --------------------------------------
|5.2 | Managements Discussion
  and Analysis

Reference is made to
Managements Discussion and Analysis relating to the audited consolidated
financial statements for the Company for the year ended December 31, 2007 which
has been previously SEDAR-filed and is incorporated by reference in this AIF.

|    |             
|--- | ------------
|5.3 | Foreign GAAP

The Company does not prepare
its primary consolidated financial information on the basis of foreign GAAP.

|       |               
|------ | --------------
|Item 6 | RISK
  FACTORS

The Companys operations are
subject to various risks and uncertainties, including, but not limited to,
those listed below. Unless the context indicates or implies otherwise, references
in this section to the Company include the Company and its subsidiaries,
including Zinkgruvan, NAN, Galmoy, RNG, PA, Somincor and including Tenke
Fungurume Mining Corp. SARL and Morales.

Environmental Protection

Environmental legislation is
evolving such that standards, enforcement, fines and penalties for
non-compliance are becoming stricter. Environmental assessments of proposed
projects carry a heightened degree of responsibility for companies and
directors, officers and employees. The cost of compliance with changes in
government regulations has the potential to decrease the profitability of
future operations.

- 24 -

---



Market Prices and Exchange Rate Fluctuations

The
profitability of the Companys mining projects is dependent upon the price of
zinc, copper, nickel, lead, silver and other metals contained in the
concentrates produced and changes in currency exchange rates, in particular
relating to the Euro, the Swedish Krona and the U.S. dollar. The prices of
precious and base metals and currency exchange rates have fluctuated
significantly and are affected by numerous factors beyond the Companys
control, including but not limited to, international economic and political
conditions, global and regional consumption patterns, speculative trading
activities, levels of supply and demand, availability and costs of metal
substitutes, metal stock levels maintained by producers and others, inventory
carrying costs and inflation and interest rates. As well, the mining projects
of the Company and its competitors may increase production due to new mining
developments and improved mining and production methods. These factors affect the
prices of precious and base metals, and therefore the economic viability of the
Companys mining interests, and they cannot accurately be predicted.

Escalating
Costs

Escalation of
costs, outside of the control of the Company, could have an adverse impact on
profitability, financial condition of the Companys operations and on the
projected rate of return for the Companys current and proposed development
projects. The magnitude, timing and impact of these escalating costs may vary
from the Companys projections.

Operating
Hazards and Risks

The
development and operation of a mine or mineral property involves many risks,
which even a combination of experience, knowledge and careful evaluation may
not be able to be overcome. These risks include, among other things, ground
fall, flooding, environmental hazards and the discharge of toxic chemicals,
discharge of polluted water and tailings, explosions and other accidents that
could result in significant costs for clean up. Such occurrences may result in
work stoppages, delays in production, increased production costs, damage to or
destruction of mines and other producing facilities, injury or loss of life,
damage to property, environmental damage and possible legal liability for such
damages. Although the Company maintains liability coverage in an amount which
it considers adequate for its operations, such occurrences, against which the
Company may not be able to insure, or may elect not to insure, may result in a
material adverse change in the Companys financial position. The nature of
these risks is such that liabilities may exceed policy limits, in which event
the Company would incur substantial uninsured losses.

Mining and
Processing

The Companys
business operations are subject to risks and hazards inherent in the mining
industry, including, but not limited to, unanticipated variations in grade and
other geological problems, water conditions, surface or underground conditions,
metallurgical and other processing problems, mechanical equipment performance problems,
the lack of availability of materials and equipment, the occurrence of
accidents, labour force disruptions, force majeure factors, unanticipated
transportation costs, and weather conditions, any of which can materially and
adversely affect, among other things, the development of properties, production
quantities and rates, costs and expenditures and production commencement dates.

The Companys
processing facilities are dependent upon continuous mine feed to remain in
operation. Insofar as the Companys mines may not maintain material stockpiles
of ore or material in process, any significant disruption in either mine feed
or processing throughput, whether due to equipment failures,

- 25 -

---



adverse
weather conditions, supply interruptions, labour force disruptions or other
causes, may have an immediate adverse effect on results of operations of the
Company.

The Company
periodically reviews mining schedules, production levels and asset lives in its
life of mine (LOM) planning for all of its operating and development
properties. Significant changes in the LOM Plans can occur as a result of
experience obtained in the course of carrying out mining activities, new ore
discoveries, changes in mining methods and rates, process changes, investments
in new equipment and technology, precious metals price assumptions, and other
factors. Based on this analysis, the Company reviews its accounting estimates
and in the event of an impairment, may be required to write-down the carrying
value of a mine or mines. This complex process continues for the economic life
of every mine in which the Company has an interest.

As a result of
the foregoing risks, among other things, expenditures on any of the Companys
projects, including the development of the Ozernoe zinc/lead deposit, the
Lombador zinc deposit and the Zinkgruvan Expansion Programme, actual production
quantities and rates, and cash costs may be materially and adversely affected
and may differ materially from anticipated expenditures, production quantities
and rates, and costs, just as estimated production dates may be delayed
materially, in each case especially to the extent development projects are
involved. Any such events can materially and adversely affect the Companys
business, financial condition, results of operations and cash flows.

Mine
Development Risks

The Companys
ability to maintain, or increase, its annual production of zinc, silver,
copper, nickel and base metals will be dependent in significant part on its
ability to bring new mines into production and to expand existing mines.
Although the Company utilizes the operating history of its existing mines to
derive estimates of future operating costs and capital requirements, such
estimates may differ materially from actual operating results at new mines or
at expansions of existing mines. The economic feasibility analysis with respect
to any individual project is based upon, among other things, the interpretation
of geological data obtained from drill holes and other sampling techniques,
feasibility studies (which derive estimates of cash operating costs based upon
anticipated tonnage and grades of ore to be mined and processed), precious and
base metals price assumptions, the configuration of the orebody, expected
recovery rates of metals from the ore, comparable facility and equipment costs,
anticipated climatic conditions, estimates of labour, productivity, royalty or
other ownership requirements and other factors. Some of the Companys
development projects, including the Ozernoe zinc/lead deposit, are also subject
to the successful completion of final feasibility studies, issuance of
necessary permits and other governmental approvals and receipt of adequate
financing. Although the Companys feasibility studies are generally completed
with the Companys knowledge of the operating history of similar ore bodies in
the region, the actual operating results of its development projects may differ
materially from those anticipated, and uncertainties related to operations are
even greater in the case of development projects.

Governmental
and Environmental Regulation

The Companys
mining operations and exploration activities are subject to extensive foreign
laws and regulations governing exploration, development, production, exports,
taxes, labour standards, waste disposal, protection and remediation of the
environment, reclamation, historic and cultural resources preservation, mine
safety and occupation health, handling, storage and transportation of hazardous
substances and other matters. The costs of discovering, evaluating, planning,
designing, developing, constructing, operating and closing the Companys mines
and other facilities in compliance with such laws and regulations are
significant. It is possible that the costs and delays associated with compliance
with such laws and regulations could become such that the Company would not
proceed with the development of or continue to operate a mine.

- 26 -

---



As part of its
normal course operating and development activities, the Company has expended
significant resources, both financial and managerial, to comply with government
regulations and permitting requirements, and will continue to do so in the
future. Moreover, it is possible that future regulatory developments, such as
increasingly stricter environmental protection laws, regulations and
enforcement policies thereunder, and claims for damages to property and persons
resulting from the Companys operations, could result in substantial costs and
liabilities in the future.

The Company is
required to obtain government permits to develop its reserves and for expansion
or advanced exploration activities at its operating and exploration properties.
Obtaining the necessary government permits is a complex and time-consuming
process involving numerous foreign government agencies. The duration and
success of each permitting effort are contingent upon many variables not within
the Companys control. In the case of foreign operations, government approvals,
licenses and permits are, as a practical matter, subject to the discretion of
the applicable governments or governmental officials. In the context of
environmental protection permitting, including the approval of reclamation
plans, the Company must comply with known standards, existing laws and
regulations that may entail greater or lesser costs and delays depending on the
nature of the activity to be permitted and the interpretation of the laws and
regulations implemented by the permitting authority. The failure to obtain
certain permits, or the imposition of extensive conditions upon certain
permits, could have a material adverse effect on the Companys business,
operations and prospects.

Many of the
mineral rights and interests of the Company are subject to government
approvals, licenses and permits. Such approvals, licenses and permits are, as a
practical matter, subject to the discretion of the applicable governments or
government officials. No assurance can be given that the Company will be
successful in maintaining any or all of the various approvals, licenses and
permits in full force and effect without modification or revocation.

New laws and
regulations, amendments to existing laws and regulations, administrative
interpretation of existing laws and regulations, or more stringent enforcement
of existing laws and regulations, could have a material adverse impact on the
Companys results of operations and financial condition.

Environmental
and Other Regulatory Requirements

All phases of
mining and exploration operations are subject to government regulation including
regulations pertaining to environmental protection. Environmental legislation
is becoming stricter, with increased fines and penalties for non-compliance,
more stringent environmental assessments of proposed projects and heightened
responsibility for companies and their officers, directors and employees. There
can be no assurance that possible future charges in environmental regulation
will not adversely affect the Companys operations. As well, environmental
hazards may exist on a property in which the Company holds an interest which
were caused by previous or existing owners or operators of the properties and
of which the Company is not aware at present. Operations at the Companys mines
are subject to strict environmental and other regulatory requirements,
including requirements relating to the production, handling and disposal of
hazardous materials, pollution controls, health and safety and the protection
of wildlife. The Company may be required to incur substantial capital
expenditures in order to comply with these requirements. Any failure to comply
with the requirements could result in substantial fines, delays in production,
or the withdrawal of the Companys mining licences.

Government
approvals and permits are required to be maintained in connection with the
Companys mining and exploration activities. Although the Company currently has
all the required permits for its operations as currently conducted, there is no
assurance that delays will not occur in connection with obtaining all necessary
renewals of such permits for the existing operations or additional permits for
any possible future changes to the Companys operations, including any proposed
capital improvement

- 27 -

---



programs.
Failure to comply with applicable laws, regulations and permitting requirements
may result in enforcement actions thereunder, including orders issued by
regulatory or judicial authorities causing operations to cease or be curtailed,
and may include corrective measures requiring capital expenditures, installation
of additional equipment, or remedial actions. Parties engaged in mining
operations may be required to compensate those suffering loss or damage by
reason of the mining activities and may be liable for civil or criminal fines
or penalties imposed for violations of applicable laws or regulations.
Amendments to current laws, regulations and permitting requirements, or more
stringent application of existing laws, may have a material adverse impact on
the Company resulting in increased capital expenditures or production costs,
reduced levels of production at producing properties or abandonment or delays
in development of properties.

Legal
Environment

The current
legal environment in certain countries in which the Company has operations or
assets is characterized by inconsistent legislation. A level of uncertainty in
application exists due to frequent policy shifts and lack of administrative
experience. Additionally, regulations are often interpreted in an unpredictable
manner. There can be no assurance that laws, orders, rules, regulations and
other legislation currently relating to the Companys investments and
operations in these countries will not be altered, in whole or in part, or that
a foreign court or other authority will not interpret existing legislation,
whether retroactively or otherwise, in such a way that would have an adverse
impact on the Company.

SOX Compliance

Section 404 of
the Sarbanes-Oxley Act (SOX) requires an annual assessment by management of
the effectiveness of the Companys internal control over financial reporting
and, for fiscal years commencing with our fiscal year ended December 31, 2007,
an attestation report by the Companys independent auditors addressing their
audit of internal controls over financial reporting. In the annual assessment
for 2007 the Company concluded that its internal control over financial
reporting was not effective as at December 31, 2007. Until remediated, the
control deficiencies could result in a material misstatement to the Companys
consolidated financial statements and disclosures that would not be prevented
or detected.

As the Company
continues to expand, the challenges involved in implementing appropriate
internal controls over financial reporting will increase and will require that
it continues to improve its internal control over financial reporting. Although
the Company has devoted, and intends to continue to devote, substantial time
and incur costs, as necessary, to achieve and maintain compliance, there can be
no assurance that it will be successful in complying with Section 404 of SOX.

Risk of
International Operations

In certain
countries in which the Company has assets and operations, such assets and
operations are subject to various political, economic and other uncertainties,
including, among other things, the risks of expropriation, nationalization,
renegotiation or nullification of existing concessions, licenses, permits,
approvals and contracts, taxation policies, foreign exchange and repatriation
restrictions, changing political conditions, international monetary
fluctuations, currency controls and foreign governmental regulations that
favour or require the awarding of contracts to local contractors or require
foreign contractors to employ citizens of, or purchase supplies from, a particular
jurisdiction. In addition, in the event of a dispute arising from foreign
operations, the Company may be subject to the exclusive jurisdiction of foreign
courts or may not be successful in subjecting foreign persons to the
jurisdiction of courts in Canada. The Company also may be hindered or prevented
from enforcing its rights with respect to a governmental instrumentality
because of the doctrine of sovereign immunity. It is not possible for the

- 28 -

---



Company to
accurately predict such developments or changes in laws or policy or to what
extent any such developments or changes may have a material adverse effect on
the Companys operations.

Political
Environment

There can be
no assurance that industries which are deemed of national or strategic importance
in countries in which the Company has operations or assets, including mineral
exploration, production and development, will not be nationalized. The risk
exists that further government limitations, restrictions or requirements, not
presently foreseen, will be implemented. Changes in policy that alter laws
regulating the mining industry could have a material adverse effect on the
Company. There can be no assurance that the Companys assets in these countries
will not be subject to nationalization, requisition or confiscation, whether
legitimate or not, by an authority or body.

Mineral
Resource and Reserve Estimates

The Companys
reported mineral resources and ore reserves and the reported Mineral Resources
and Mineral Reserves are only estimates. No assurance can be given that the
estimated Mineral Resources and Mineral Reserves will be recovered or that they
will be recovered at the rates estimated. Mineral Resource and Mineral Reserve
estimates are based on limited sampling, and, consequently, are uncertain
because the samples may not be representative. Mineral Resource and Mineral
Reserve estimates may require revision (either up or down) based on actual
production experience. Market fluctuations in the price of metals, as well as
increased production costs or reduced recovery rates, may render certain
Mineral Resources and Mineral Reserves uneconomic and may ultimately result in
a restatement of estimated resources and/or reserves. Moreover, short-term
operating factors relating to the Mineral Resources and Mineral Reserves, such
as the need for sequential development of ore bodies and the processing of new
or different ore grades or types, may adversely affect the Companys
profitability in any particular accounting period.

Estimation of
Asset Carrying Values

The Company
annually undertakes a detailed review of the LOM Plans for its operating
properties and an evaluation of the Companys portfolio of development
projects, exploration projects and other assets. The recoverability of the
Companys carrying values of its operating and development properties are
assessed by comparing carrying values to estimated future net cash flows from
each property.

Factors which
may affect carrying values include, but are not limited to, gold, silver, and
base metal prices, capital cost estimates, mining, processing and other
operating costs, grade and metallurgical characteristics of ore, mine design
and timing of production. In the event of a prolonged period of depressed
prices, the Company may be required to take additional material write-downs of
its operating and development properties.

Exploration
and Development

Certain of the
Companys properties are in the exploration stages only and are without known
bodies of commercial ore. Development of these properties may follow only upon
obtaining satisfactory exploration results. The long-term profitability of the
Companys operations are directly related to the cost and success of its
exploration and development programs. Mineral exploration and development are
highly speculative businesses, involving a high degree of risk. Few properties
which are explored are ultimately developed into producing mines. There is no
assurance that the Companys mineral exploration and development activities
will result in any ore discoveries. There is also no assurance that, even if
ore is discovered, a mineral property will be brought into commercial
production. Discovery of

- 29 -

---



mineral
deposits is dependent upon a number of factors, not the least of which is the
technical skill of the exploration personnel involved. The commercial viability
of a mineral deposit once discovered is also dependent upon a number of
factors, many of which are beyond the Companys control, such as the particular
attributes of the deposit (such as size, grade and proximity to
infrastructure), metal prices and government regulations, including regulations
relating to royalties, allowable production, importing and exporting of
minerals, and environmental protection.

Mining Risks
and Insurance

The business
of mining and mineral exploration is generally subject to a number of risks and
hazards, including adverse environmental conditions, industrial accidents,
contaminations, labour disputes, unusual or unexpected geological conditions,
ground or slope failures, cave-ins, changes in the regulatory environment and
natural phenomena such as prolonged periods of inclement weather conditions,
floods and earthquakes. Such occurrences could result in damage to, or
destruction of, mineral properties or production facilities, personal injury or
death, environmental damage to the Companys properties or the properties of
others, delays in mining, monetary losses and possible legal liability. The
Company maintains insurance against certain risks that are typical in the
mining industry and in amounts that the Company believes to be reasonable, but
which may not provide adequate coverage in certain circumstances. However,
insurance against certain risks (including certain liabilities for
environmental pollution or other hazards as a result of exploration and
production) is not generally available to the Company or to other companies in
the industry on acceptable terms.

Requirement
for Further Capital

The Companys
financial position as at December 31, 2007 and the operating cash flow expected
from its operations are sufficient to discharge liabilities as they become due
and to fund planned project and capital expenditures in 2008. However, the
Companys ability to develop any other property in which the Company acquires
an interest, may depend upon the Companys ability to obtain financing through
joint ventures, debt financing, equity financing or other means.

Uninsurable
Risks

In the course
of exploration, development, and mining of mineral properties, certain unanticipated
conditions may arise, or unexpected or unusual events may occur, including rock
bursts, cave-ins, fires, floods, or earthquakes. It is not always possible to
fully insure against such risks and the Company may decide not to take out
insurance against such risks as a result of high premiums or for other reasons.
Should such liabilities arise, they may reduce or eliminate any future
profitability and may result in a decline in the value of the securities of the
Company.

No Assurance
of Titles or Boundaries

Although the
Company has investigated the right to explore and exploit its various
properties and obtained records from government offices with respect to all of
the mineral claims comprising its properties, this should not be construed as a
guarantee of title. Other parties may dispute the title to a property or the
property may be subject to prior unregistered agreements and transfers or land
claims by aboriginal, native, or indigenous peoples. The title may be affected
by undetected encumbrances or defects or governmental actions. The Company has
not conducted surveys of all of its properties and the precise area and
location of claims or the properties may be challenged.

- 30 -

---



Joint Venture
Interest in the Ozernoe Project and the Tenke Fungurume Project

The Companys
joint venture partner in the Ozernoe Project is IFC Metropol LLC; its joint
venture partner in the Tenke Fungurume is Freeport-McMoRan Copper & Gold
Inc. There may be risks associated with either of these joint venture partners,
including with their financial condition, of which the Company is not aware.

Counterparties

The Company is
exposed to various counterparty risks. When the Company sells ore to third
parties there is a risk for non-payment by the purchasers of the Companys ore.
Furthermore, there is a risk for non-payment by joint venture partners of their
share of joint venture expenditures. Consequently, non-payment by either
purchasers or joint venture partners may adversely affect the Companys
financial position and financial results.

Tax

The Company
runs its business in different countries and strives to run its business in as
tax efficient a manner as possible. The tax systems in certain of these
countries are complicated and subject to changes. By this reason, future
negative effects on the result of the Company due to changes in tax regulations
cannot be excluded.

Employee
Relations

A prolonged
labour disruption at any of the Companys mining operations could have a
material adverse effect on the Companys ability to achieve its objectives with
respect to such properties and its operations as a whole.

Competition

The mining
industry is highly competitive. The Company competes with other companies,
including major mining companies. Some of these companies have greater
financial resources than the Company and, as a result, may be in a better
position to compete for future business opportunities.

Repatriation
of Earnings

Repatriation
of earnings to Canada from other countries may be subject to withholding taxes.
The Company has no control over the withholding tax rates in the countries
where the operations are carried out.

Infrastructure

Mining,
processing, development and exploration activities depend, to one degree or
another, on adequate infrastructure. Reliable roads, bridges and power and
water supplies are important determinants which affect capital and operating
costs. Unusual or infrequent weather phenomena, sabotage or government or other
interference in the maintenance or provision of such infrastructure could
adversely affect the activities and profitability of the Company.

Under the
original planning permission, Galmoy is obliged to supply potable water to
approximately 2,000 people who reside in the town of Rathdowney or close to the
mine site. This was achieved by installing two high yielding wells (a
production well and standby well), a chlorination plant and a storage

- 31 -

---



reservoir in
1996. The turbidity of the water in the standby well does not meet the drinking
water regulations and therefore only the production well is capable of
supplying potable water. As the reservoir capacity is limited to about one
days water supply, the Company plans to drill and equip another standby well,
which will mitigate the risk of supply challenges to the community.

During recent
years, the regional supply of water has been the object of political debate
between the province in which Aguablanca operates and two neighbouring
provinces. The Company continues to negotiate with local authorities to acquire
all of the water licences required to satisfy all of its supply requirements.

Dilution

There are a
number of outstanding securities and agreements pursuant to which common shares
of the Company may be issued in the future which will result in further dilution
to the Companys shareholders.

Dependence on
Management

The Companys
business is dependent upon continued support of existing management, in
particular the Companys Chairman, Lukas H. Lundin, its President, and Chief
Executive Officer, Phil Wright, its Chief Financial Officer, Anders Haker, and
its Chief Operating Officer, João Carrêlo. The loss of any key member of the
Companys existing management could adversely affect the Companys prospects.

Share Price
Volatility

In recent
years, the securities markets have experienced a high level of price and volume
volatility, and the market price of securities of many companies, particularly
those considered to be development stage companies, has experienced wide
fluctuations which have not necessarily been related to the operating
performance, underlying asset values or prospects of such companies. There can
be no assurance that such fluctuations will not affect the price of the
Companys securities.

|       |                             
|------ | ----------------------------
|Item 7 | DESCRIPTION OF SHARE CAPITAL

The authorized
share capital of the Company consists of an unlimited number of Common Shares
without nominal or par value, and one special share (a Special Share) without
nominal or par value. The Special Share is not outstanding.

The holders of
Common Shares are entitled to receive notice of and attend all meetings of
shareholders with each Common Share held entitling the holder to one vote on
any resolution to be passed at such shareholder meetings. The holders of Common
Shares are entitled to dividends if, as and when declared by the board of
directors of the Company. The Common Shares are entitled upon liquidation,
dissolution or winding up of the Company to receive the remaining assets of the
Company available for distribution to shareholders.

- 32 -

---



|       |                      
|------ | ---------------------
|Item 8 | MARKET FOR SECURITIES

|    |                   
|--- | ------------------
|8.1 | Exchange
  Listing

The common
shares of the Company are traded on the Toronto Stock Exchange under the symbol
LUN and on the New York Stock Exchange under the symbol LMC; its Swedish
Depository Receipts trade on the O-list of the Stockholm Stock Exchange under
the symbol LUMI.

|    |                               
|--- | ------------------------------
|8.2 | Transfer
  Agent and Registrar

The transfer
agent and registrar for the Companys common shares is Computershare Investor
Services Inc. at its principal offices in Vancouver, British Columbia.

|    |                           
|--- | --------------------------
|8.3 | Trading
  Price and Volume

The following
table provides information as to the monthly high and low closing prices of the
Companys Shares during the 12 months of the most recently completed financial
year as well as the volume of Shares traded for each month on the Toronto Stock
Exchange:

|            |  |      |   |       |  |        |  |   |       | 
|----------- |  | ---- | - | ----- |  | ------ |  | - | ----- | 
|Month       |  | High |   | Low   |  | Volume | 
|            |  |      |   |       |  |        | 
|January (1) |  |      | $ | 14.76 |  |        |  | $ | 12.42 | 
|February    |  |      | $ | 13.66 |  |        |  | $ | 11.73 | 
|March       |  |      | $ | 13.08 |  |        |  | $ | 11.14 | 
|April       |  |      | $ | 15.84 |  |        |  | $ | 12.75 | 
|May         |  |      | $ | 14.70 |  |        |  | $ | 12.66 | 
|June        |  |      | $ | 13.64 |  |        |  | $ | 12.15 | 
|July        |  |      | $ | 15.42 |  |        |  | $ | 13.00 | 
|August      |  |      | $ | 13.80 |  |        |  | $ | 9.94  | 
|September   |  |      | $ | 13.00 |  |        |  | $ | 11.06 | 
|October     |  |      | $ | 13.97 |  |        |  | $ | 11.80 | 
|November    |  |      | $ | 12.38 |  |        |  | $ | 8.90  | 
|December    |  |      | $ | 10.32 |  |        |  | $ | 8.52  | 

| |       |                                                                                                   
| | ----- | --------------------------------------------------------------------------------------------------
| | Note:
| | (1)   | After providing for the
  3:1 split that was effective, for trading purposes, on February 1, 2007.

- 33 -

---



|    |                      
|--- | ---------------------
|8.4 | Escrowed
  Securities

There are no
Lundin Mining securities in escrow.

|       |                       
|------ | ----------------------
|Item 9 | DIRECTORS AND OFFICERS

|    |                                                                           
|--- | --------------------------------------------------------------------------
|9.1 | Name,
  Address, Occupation and Security Holding of Directors and Officers

The table
below states, as at the date of this Annual Information Form, the name,
municipality of residence and principal occupations in which each of the
current directors and senior officers of the Company have been engaged during
the preceding five years, together with the number of common shares of the
Company owned by them as at the date of this Annual Information Form.

|                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                                   |  |                                                                                       
|-------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------------- |  | --------------------------------------------------------------------------------------
|Name, residence andcurrent
  position(s) heldin the Company                                        |  | Principal occupationsfor last five
  years                                                                                                                                                                                                                                                                                                                                                                                                                         |  | Served asdirector orofficer since |  | Number of securities
  owned (directly or
  indirectly) or controlled
  at present (1)
|                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                                   |  |                                                                                       
|Lukas H.
  Lundin
  Vancouver, British
  Columbia, CanadaChairman and Director                     |  | Chairman and a Director of
  Lundin Mining Corporation; Director and Officer of a number of publicly
  traded resource-based companies                                                                                                                                                                                                                                                                                                                             |  | September
  9, 1994               |  | 559,311
  common shares                                                               
|                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                                   |  |                                                                                       
|Phil
  Wright
  Vancouver, British
  Columbia, CanadaPresident, ChiefExecutive Officer andDirector |  | Private investor;
  President and Chief Executive Officer of Lundin Mining Corporation since
  January 16, 2008                                                                                                                                                                                                                                                                                                                                                    |  | January
  16, 2008                |  | 600,000
  options
  @ $6.62                                                           
|                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                                   |  |                                                                                       
|Colin K.
  Benner
  Vancouver, British
  Columbia, CanadaDirector                                  |  | Vice Chairman, President
  and Chief Executive Officer of Skye Resources Inc. since March 1, 2008; Vice
  Chairman, Chief Executive Officer and Director of the Company from October
  31, 2006 to April 1,2007; Vice Chairman, Chief Executive Officer and a
  Director of EuroZinc Mining Corporation from December 21, 2004 to October 31,
  2006 and former President, Chief Executive Officer and Director of Breakwater
  Resources Ltd. in Toronto, Ontario |  | October
  31, 2006                |  | 50,668
  common shares                                                                
|                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                                   |  |                                                                                       
|Donald
  Charter (2)
  Etobicoke, Ontario,
  CanadaDirector                                        |  | Corporate Director and
  President 3Cs Corporation; prior to December 2005; Chairman, President and
  Chief Executive Officer of Dundee Securities Corporation; Executive Vice
  President of Dundee Corporation and Dundee Wealth Management; partner in a
  law firm prior to 1996                                                                                                                                                                              |  | October
  31, 2006                |  | 11,424
  common shares
  142,800 options @ $9.14                                      
|                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                                   |  |                                                                                       
|John H.
  CraigToronto, Ontario,CanadaDirector                                                     |  | Lawyer, partner of Cassels
  Brock & Blackwell LLP                                                                                                                                                                                                                                                                                                                                                                                                                 |  | June
  11, 2003                   |  | 61,849
  common shares
  56,500 options @ $5.57                                       

- 34 -

---



|                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                                   |  |                                                                                                          
|-------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------------- |  | ---------------------------------------------------------------------------------------------------------
|Name, residence andcurrent
  position(s) heldin the Company                                        |  | Principal occupationsfor last five years                                                                                                                                                                                                                                                                                                                                                                                                                     |  | Served asdirector orofficer since |  | Number of securities
  owned (directly or
  indirectly) or controlled
  at present (1)                   
|                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                                   |  |                                                                                                          
|Brian D.
  EdgarVancouver, BritishColumbia, CanadaDirector                                         |  | President, Chief Executive
  Officer and Director of Dome Ventures Corporation; Director of a number of
  publicly traded companies                                                                                                                                                                                                                                                                                                                          |  | September
  9, 1994               |  | 30,000
  common shares                                                                                   
|                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                                   |  |                                                                                                          
|David F.
  Mullen
  Vancouver, British
  Columbia, CanadaDirector                                  |  | Chief Executive Officer of
  HSBC Capital (Canada) Inc. and Head of Private Equity North America; director
  of a number of publicly traded companies                                                                                                                                                                                                                                                                                                        |  | October
  31, 2006                |  | 8,466
  common shares
  57,120 options @ $2.10                                                           
|                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                                   |  |                                                                                                          
|Anthony
  OReilly
  Dublin, IrelandDirector                                                       |  | Chief Executive of
  Providence Resources Plc.; formerly Chairman of Arcon International Resources
  Plc. and former Chief Executive of Josiah Wedgwood & Sons Limited;
  Director of a number of publicly traded companies                                                                                                                                                                                                                                  |  | May
  25, 2005                    |  | 65,634
  common shares                                                                                   
|                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                                   |  |                                                                                                          
|Dale C.
  Peniuk C.A.(2)
  West Vancouver, British
  Columbia, CanadaDirector                      |  | Chartered Accountant;
  financial consultant to the mining industry; formerly an Assurance partner
  with KPMG LLP, Chartered Accountants; Director of a number of publicly traded
  companies                                                                                                                                                                                                                                                               |  | October
  31, 2006                |  | 142,800
  options @ $10.15                                                                               
|                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                                   |  |                                                                                                          
|William
  A. Rand(2)Vancouver, BritishColumbia, CanadaDirector                                     |  | President and Director of
  Rand Edgar Investment Corp.; Director and Officer of a number of publicly
  traded companies                                                                                                                                                                                                                                                                                                                                     |  | September
  9, 1994               |  | 223,424
  common shares                                                                                  
|                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                                   |  |                                                                                                          
|João Carrẽlo
  Reading, U.K.Executive Vice Presidentand Chief OperatingOfficer                     |  | Executive Vice President
  and Chief Operating Officer (Iberian Pyrite Belt Operations) since October
  31, 2006; Executive Vice President and Chief Operating Officer of EuroZinc
  Mining Corporation from May 24, 2006 to October 31, 2006; Country Manager and
  Managing Director of Somincor from June 27, 2005 to May 24, 2006; formerly
  Chief Executive Officer of Iberpotash S.A., Spain, and Director of Cleveland
  Potash Ltd., United Kingdom |  | October
  31, 2006                |  | 135,360
  options @ $2.30
  171,360 options @ $10.15
  100,000 options @ $10.58
  200,000 options @ $9.63
|                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                                   |  |                                                                                                          
|Paul
  Conibear
  West Vancouver, British
  Columbia, CanadaSenior Vice President,Special Projects |  | Senior Vice President of
  the Company since July 3, 2007; President and Chief Executive Officer of
  Suramina Resources Inc. from June 11, 2007  September 30, 2007; President
  and Chief Executive Officer of Tenke Mining Corporation from November 26,
  2002 to July 13, 2007                                                                                                                                                                         |  | June
  28, 2007                   |  | 666,197
  (3) common shares
  270,000 options @ $12.74                                                   
|                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                                   |  |                                                                                                          
|Anders
  Haker
  Norrtälje,SwedenVice President and ChiefFinancial Officer                         |  | Chief Financial Officer of
  the Company since April 2005. Formerly financial consultant 2002 to 2005                                                                                                                                                                                                                                                                                                                                                        |  | April
  4, 2005                   |  | 240,000
  options @ $12.74                                                                               

- 35 -

---



|                                                                                                  |  |                                                                                                                                                                                                                                                                                                               |  |                                   |  |                                                                                       
|------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------- |  | --------------------------------------------------------------------------------------
|Name, residence andcurrent
  position(s) heldin the Company                                       |  | Principal occupationsfor last five
  years                                                                                                                                                                                                                                                                    |  | Served asdirector orofficer since |  | Number of securities
  owned (directly or
  indirectly) or controlled
  at present (1)
|                                                                                                  |  |                                                                                                                                                                                                                                                                                                               |  |                                   |  |                                                                                       
|Kevin Hisko
  West Vancouver, British
  Columbia, CanadaCorporate Secretary                       |  | Partner, McCullough
  OConnor Irwin LLP, Solicitors; formerly a partner with Campney Murphy,
  Barristers and Solicitors                                                                                                                                                                                     |  | May
  26, 2005                    |  | Nil                                                                                   
|                                                                                                  |  |                                                                                                                                                                                                                                                                                                               |  |                                   |  |                                                                                       
|Manfred
  Lindvall
  Skellefteå, SwedenVice PresidentEnvironment, Safety andHealth                |  | Vice President of
  Environment, Safety and Health since February 2006; formerly Vice President,
  Environment, Safety and Health for Boliden AB                                                                                                                                                              |  | February
  15, 2006               |  | 6,600
  common shares
  90,000 options @ $12.74                                       
|                                                                                                  |  |                                                                                                                                                                                                                                                                                                               |  |                                   |  |                                                                                       
|Neil
  OBrien
  London, Ontario, CanadaSenior Vice President,Exploration andBusiness Development |  | Senior Vice President,
  Exploration and Business Development of the Company since March, 2007; Vice
  President of Exploration of the Company since September 2005; formerly
  General Manager, Minera Teck Cominco (Mexico) and Senior Geologist, Teck
  Cominco Ltd.                                       |  | September
  1, 2005               |  | 59,500
  common shares
  240,000 options @ $12.74                                     
|                                                                                                  |  |                                                                                                                                                                                                                                                                                                               |  |                                   |  |                                                                                       
|Mikael
  Schauman
  Stockholm, SwedenVice President,Marketing                                     |  | Vice President, Marketing
  of the Company since February 2007; formerly Senior Non- Ferrous Concentrates
  Trader at Mitsui & Co. Metals (USA), Inc.                                                                                                                                                         |  | February
  9, 2007                |  | 120,000
  options @ $12.70                                                            
|                                                                                                  |  |                                                                                                                                                                                                                                                                                                               |  |                                   |  |                                                                                       
|Wojtek
  Wodzicki
  Vancouver, British
  Columbia, CanadaVice President, StrategicPartnerships    |  | Vice President, Strategic
  Partnerships of the Company since April 1, 2007; formerly General Manager
  Exploration, North America with Teck Cominco Ltd.                                                                                                                                                     |  | April
  1, 2007                   |  | 120,000
  options @ $14.97                                                            
|                                                                                                  |  |                                                                                                                                                                                                                                                                                                               |  |                                   |  |                                                                                       
|Barbara
  Womersley
  Vancouver, British
  Columbia, CanadaVice President of Human Resources      |  | Vice President of Human
  Resources of the Company since November 26, 2007; formerly Human Resources
  Manager, Barrick Tanzania from December 7, 2005 to August 18, 2007; formerly
  Human Resources Associate and Change Management Team Lead, Placer Dome Inc.
  from October 18, 2004 to December 6, 2005 |  | November
  26,
  2007             |  | 120,000
  options @ $9.63                                                             

Notes:

|    |                                                                                                                                               
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------
|(1) | On a non-diluted basis.
  The information as to common shares beneficially owned has been provided by
  the directors and officers themselves.
|    |                                                                                                                                               
|(2) | Members of the audit
  committee.                                                                                                             
|    |                                                                                                                                               
|(3) | Includes 80,850 common
  shares registered in the name of Mr. Conibears spouse.                                                              

The Companys
directors will hold office until the next annual general meeting of the
Company. The Company has an Audit Committee, a Corporate Governance Committee,
a Human Resources/Compensation Committee and an Environmental, Safety and
Health Committee.

- 36 -

---



Certain
directors and officers of the Company have other business interests and do not
devote all of their time to the affairs of the Company. See Conflicts of
Interest below.

The directors
and officers of the Company hold, as a group, a total of 1,662,223 common
shares, representing 0.43% of the number of common shares of the Company issued
and outstanding as of March 31, 2008.

|    |                                               
|--- | ----------------------------------------------
|9.2 | Corporate
  Cease Trade Orders or Bankruptcies

Except as
noted below, no director, officer of the Company, or shareholder holding a
sufficient number of shares of the Company to materially affect control of the
Company, is, or within the ten years before the date of this Annual Information
Form has been, a director or officer of any other corporation that, while that
person was acting in that capacity:

| |     |                                                                                                                                                                                                                                                                                              
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | was the
  subject of a cease trade or similar order, or an order that denied such
  corporation access to any exemptions under Canadian securities legislation,
  for a period of more than 30 consecutive days; or                                                                          
| |     |                                                                                                                                                                                                                                                                                              
| | (b) | became
  bankrupt, made a proposal under any legislation relating to bankruptcy or
  insolvency or was subject to or instituted any proceeding, arrangement or
  compromise with creditors or had a receiver, receiver-manager or trustee
  appointed to hold the assets of such corporation.

Messrs. Rand
and Edgar are currently and were directors of New West Energy Services Inc.
(formerly Lexacal Investment Corp.) (TSX-V) when, on September 5, 2006, a cease
trade order was issued against that company by the British Columbia Securities
Commission for failure to file its financial statements within the prescribed
time. The default was rectified and the order was rescinded on November 9,
2006.

The foregoing
information, not being within the knowledge of the Company, has been furnished
by the respective directors, officers and any control shareholder of the
Company individually.

|    |                         
|--- | ------------------------
|9.3 | Penalties or
  Sanctions

No director,
officer of the Company, or shareholder holding a sufficient number of shares of
the Company to materially affect control of the Company, has been the subject
of any penalties or sanctions imposed by a court relating to Canadian
securities legislation or by a Canadian securities regulatory authority or has
entered into a settlement agreement with a Canadian securities regulatory
authority, or been subject to any other penalties or sanctions imposed by a
court or regulatory body that would be likely to be considered important to a
reasonable investor in making an investment decision.

|    |                        
|--- | -----------------------
|9.4 | Personal
  Bankruptcies

During the ten
years preceding the date of this Annual Information Form, no director, officer
or shareholder holding a sufficient number of shares of the Company to affect
materially the control of the Company, or a personal holding company of any such
person, has become bankrupt, made a proposal under any legislation relating to
bankruptcy or insolvency, or was subject to or instituted any proceeding,
arrangement or compromise with creditors or had a receiver, receiver-manager or
trustee appointed to hold his or her assets.

The foregoing
information, not being within the knowledge of the Company, has been furnished
by the respective directors, officers and any control shareholder of the
Company individually.

- 37 -

---



|    |                        
|--- | -----------------------
|9.5 | Conflicts of
  Interest

The Companys
directors and officers may serve as directors or officers of other companies or
have significant shareholdings in other resource companies and, to the extent
that such other companies may participate in ventures in which the Company may
participate, the directors of the Company may have a conflict of interest in
negotiating and concluding terms respecting the extent of such participation.
In the event that such a conflict of interest arises at a meeting of the
Companys directors, a director who has such a conflict will abstain from
voting for or against the approval of such a participation or the terms of such
participation. From time to time, several companies may participate in the
acquisition, exploration and development of natural resource properties,
thereby allowing for their participation in larger programs, the involvement in
a greater number of programs or a reduction in financial exposure in respect of
any one program. It may also occur that a particular company will assign all or
a portion of its interest in a particular program to another of these companies
due to the financial position of the company making the assignment. In
accordance with the laws of Canada, the directors or the Company are required
to act honestly, in good faith and in the best interests of the Company. In
determining whether or not the Company will participate in a particular program
and the interest therein to be acquired by it, the directors will primarily
consider the degree of risk to which the Company may be exposed and the
financial position at that time.

During the
year ended December 31, 2007, the Company incurred management and
administrative service fees of US$0.5 million payable to Namdo Management
Services Ltd., a corporation owned by a director of the Company.

The directors
and officers of the Company are aware of the existence of laws governing the
accountability of directors and officers for corporate opportunity and
requiring disclosure by the directors of conflicts of interest and the Company
will rely upon such laws in respect of any directors and officers conflicts
of interest or in respect of any breaches of duty by any of its directors and
officers. All such conflicts will be disclosed by such directors or officers in
accordance with the Canada Business
Corporations Act and they will govern themselves in respect thereof
to the best of their ability in accordance with the obligations imposed upon
them by law. Other than as disclosed above, the directors and officers of the
Company are not aware of any such conflicts of interest in any existing or
contemplated contracts with or transactions involving the Company.

|        |                
|------- | ---------------
|Item 10 | AUDIT COMMITTEE

Under
Multilateral Instrument 52-110  Audit Committees (MI 52-110), companies are
required to provide disclosure with respect to their audit committee including
the text of the audit committees charter, composition of the audit committee
and the fees paid to the external auditor. Accordingly the Company provides the
following disclosure with respect to its audit committee:

|     |                          
|---- | -------------------------
|10.1 | Audit
  Committee Charter

The following
is the text of the Audit Committees Charter:

- 38 -

---



|   |        
|-- | -------
|A. | PURPOSE

The
overall purpose of the Audit Committee (the Committee) is to ensure that the
Corporations management has designed and implemented an effective system of
internal financial controls, to review and report on the integrity of the
consolidated financial statements of the Corporation and to review the
Corporations compliance with regulatory and statutory requirements as they
relate to financial statements, taxation matters and disclosure of material
facts.

|   |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                  
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|B. | COMPOSITION, PROCEDURES AND ORGANIZATION                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                  
|1. | The
  Committee shall consist of at least three members of the Board of Directors
  (the Board), all of whom shall be independent directors, as that term is
  defined in Multilateral Instrument 52- 110, Audit Committees.                                                                            
|   |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                  
|2. | All of the
  members of the Committee shall be financially literate (i.e. able to read
  and understand a set of financial statements that present a breadth and level
  of complexity of the issues that can reasonably be expected to be raised by
  the Corporations financial statements).             
|   |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                  
|3. | At least one
  member of the Committee shall have accounting or related financial expertise
  (i.e. able to analyze and interpret a full set of financial statements,
  including the notes thereto, in accordance with generally accepted accounting
  principles).                                          
|   |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                  
|4. | The Board,
  at its organizational meeting held in conjunction with each annual general
  meeting of the shareholders, shall appoint the members of the Committee for
  the ensuing year. The Board may at any time remove or replace any member of
  the Committee and may fill any vacancy in the Committee.
|   |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                  
|5. | Unless the
  Board shall have appointed a chair of the Committee or in the event of the
  absence of the chair, the members of the Committee shall elect a chair from
  among their number.                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                  
|6. | The
  secretary of the Committee shall be designated from time to time from one of
  the members of the Committee or, failing that, shall be the Corporations
  Corporate Secretary, unless otherwise determined by the Committee.                                                                           
|   |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                  
|7. | The quorum
  for meetings shall be a majority of the members of the Committee, present in
  person or by telephone or other telecommunication device that permits all
  persons participating in the meeting to speak and to hear each other.                                                                 
|   |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                  
|8. | The
  Committee shall have access to such officers and employees of the Corporation
  and to the Corporations external auditors, and to such information
  respecting the Corporation, as it considers to be necessary or advisable in
  order to perform its duties and responsibilities.                   
|   |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                  
|9. | Meetings of
  the Committee shall be conducted as follows:                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                  
|   | (a)                                                                                                                                                                                                                                                                                                            | the
  Committee shall meet at least four times annually at such times and at such
  locations as may be requested by the Chair of the Committee. The external
  auditors or any member of the Committee may request a meeting of the
  Committee;
|   |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                  
|   | (b)                                                                                                                                                                                                                                                                                                            | the external
  auditors shall receive notice of and have the right to attend all meetings of
  the Committee;                                                                                                                                    

- 39 -

---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                   |                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                               | the Chair of
  the Committee shall be responsible for developing and setting the agenda for
  Committee meetings and determining the time and place of such meetings;                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                   |                               
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                               | the
  following management representatives shall be invited to attend all meetings,
  except executive sessions and private sessions with the external auditors:                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                   |                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (i)                                                                                                                                                                                                                                                               | Chief
  Executive Officer; and
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                   |                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (ii)                                                                                                                                                                                                                                                              | Chief
  Financial Officer;    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                   |                               
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                               | other
  management representatives shall be invited to attend as necessary; and                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                   |                               
|    | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                               | notice of
  the time and place of every meeting of the Committee shall be given in
  writing to each member of the Committee a reasonable time before the meeting.                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                   |                               
|10. | The internal
  auditors and Committee through its chair and may bypass management if deemed
  necessary. The Committee, the external auditors shall have a direct line of
  communication to the through its Chair, may contact directly any employee in
  the Corporation as it deems necessary, and any employee may bring before the
  Committee any matter involving questionable, illegal or improper financial
  practices or transactions.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                   |                               
|11. | The
  Committee shall have authority to engage independent counsel and other
  advisors as it determines necessary to carry out its duties, to set and pay
  the compensation for any advisors employed by the Audit Committee and to
  communicate directly with the internal and external auditors.                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                   |                               
|C.  | ROLES AND RESPONSIBILITIES                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                   |                               
|1.  | The overall
  duties and responsibilities of the Committee shall be as follows:                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                   |                               
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                               | to assist
  the Board in the discharge of its responsibilities relating to the
  Corporations accounting principles, reporting practices and internal
  controls and its approval of the Corporations annual and quarterly
  consolidated financial statements;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                   |                               
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                               | to establish
  and maintain a direct line of communication with the Corporations internal
  and external auditors and assess their performance;                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                   |                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                   |                               
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                               | to ensure
  that the management of the Corporation has designed, implemented and is
  maintaining an effective system of internal financial controls; and                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                   |                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                   |                               
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                               | to report
  regularly to the Board on the fulfilment of its duties and responsibilities.                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                   |                               
|2.  | The duties
  and responsibilities of the Committee as they relate to the external auditors
  shall be as follows:                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                   |                               
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                               | to recommend
  to the Board a firm of external auditors to be engaged by the Corporation,
  and to verify the independence of such external auditors;                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                   |                               
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                               | to review
  and approve the fee, scope and timing of the audit and other related services
  rendered by the external auditors;                                                                                                                                   

- 40 -

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|   |                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                      
|-- | --------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------
|   | (c)                                                                                                                               | review the
  audit plan of the external auditors prior to the commencement of the audit;                                                                                                                                                                                                                                                        
|   |                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                      
|   | (d)                                                                                                                               | to review
  with the external auditors, upon completion of their audit:                                                                                                                                                                                                                                                                         
|   |                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                      
|   |                                                                                                                                   | (i)                                                                                                                                                                                                                                                                                                                                              | contents of
  their report;                                                                                                                          
|   |                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                      
|   |                                                                                                                                   | (ii)                                                                                                                                                                                                                                                                                                                                             | scope and
  quality of the audit work performed;                                                                                                     
|   |                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                      
|   |                                                                                                                                   | (iii)                                                                                                                                                                                                                                                                                                                                            | adequacy of
  the Corporations financial and auditing personnel;                                                                                    
|   |                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                      
|   |                                                                                                                                   | (iv)                                                                                                                                                                                                                                                                                                                                             | co-operation
  received from the Corporations personnel during the audit;                                                                           
|   |                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                      
|   |                                                                                                                                   | (v)                                                                                                                                                                                                                                                                                                                                              | internal
  resources used;                                                                                                                           
|   |                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                      
|   |                                                                                                                                   | (vi)                                                                                                                                                                                                                                                                                                                                             | significant
  transactions outside of the normal business of the Corporation;                                                                        
|   |                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                      
|   |                                                                                                                                   | (vii)                                                                                                                                                                                                                                                                                                                                            | significant
  proposed adjustments and recommendations for improving internal accounting
  controls, accounting principles or management systems; and
|   |                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                      
|   |                                                                                                                                   | (viii)                                                                                                                                                                                                                                                                                                                                           | the
  non-audit services provided by the external auditors;                                                                                          
|   |                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                      
|   | (e)                                                                                                                               | to discuss
  with the external auditors the quality and not just the acceptability of the Corporations
  accounting principles; and                                                                                                                                                                                                            
|   |                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                      
|   |                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                      
|   | (f)                                                                                                                               | to implement
  structures and procedures to ensure that the Committee meets the external
  auditors on a regular basis in the absence of management.                                                                                                                                                                                            
|   |                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                      
|3. | The duties
  and responsibilities of the Committee as they relate to the Corporations
  internal auditors are to:               
|   |                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                      
|   | (a)                                                                                                                               | periodically
  review the internal audit function with respect to the organization, staffing
  and effectiveness of the internal audit department;                                                                                                                                                                                              
|   |                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                      
|   | (b)                                                                                                                               | review and
  approve the internal audit plan; and                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                      
|   | (c)                                                                                                                               | review
  significant internal audit findings and recommendations, and managements
  response thereto.                                                                                                                                                                                                                                          
|   |                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                      
|   |                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                      
|4. | The duties
  and responsibilities of the Committee as they relate to the internal control
  procedures of the Corporation are to:
|   |                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                      
|   |                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                      
|   | (a)                                                                                                                               | review the
  appropriateness and effectiveness of the Corporations policies and business
  practices which impact on the financial integrity of the Corporation,
  including those relating to internal auditing, insurance, accounting,
  information services and systems and financial controls, management reporting
  and risk management;
|   |                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                      
|   | (b)                                                                                                                               | review
  compliance under the Corporations Business Conduct Policy and to
  periodically review this policy and recommend to the Board changes which the
  Committee may deem appropriate;                                                                                                                                                     
|   |                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                      
|   | (c)                                                                                                                               | review any
  unresolved issues between management and the external auditors that could
  affect the financial reporting or internal controls of the Corporation; and                                                                                                                                                                            

- 41 -

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|   |                                                            |                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                              
|-- | ---------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | (d)                                                        | periodically
 review the Corporations financial and auditing procedures and the extent to
 which recommendations made by the internal audit staff or by the external
 auditors have been implemented.                                                                                                                                                                  
|   |                                                            |                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                              
|5. | The
 Committee is also charged with the responsibility to:
|   |                                                            |                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                              
|   | (a)                                                        | review the
 Corporations quarterly statements of earnings, including the impact of
 unusual items and changes in accounting principles and estimates and report
 to the Board with respect thereto;                                                                                                                                                                    
|   |                                                            |                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                              
|   | (b)                                                        | review and
 approve the financial sections of:                                                                                                                                                                                                                                                                                                                          
|   |                                                            |                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                              
|   |                                                            | (i)                                                                                                                                                                                                                                                                                                                                                                      | the annual
 report to shareholders;                                                                                                                          
|   |                                                            |                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                              
|   |                                                            | (ii)                                                                                                                                                                                                                                                                                                                                                                     | the annual
 information form;                                                                                                                                
|   |                                                            |                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                              
|   |                                                            | (iii)                                                                                                                                                                                                                                                                                                                                                                    | prospectuses;
 and                                                                                                                                           
|   |                                                            |                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                              
|   |                                                            | (iv)                                                                                                                                                                                                                                                                                                                                                                     | other public
 reports requiring approval by the Board,                                                                                                       
|   |                                                            |                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                              
|   |                                                            | and report
 to the Board with respect thereto;                                                                                                                                                                                                                                                                                                                          
|   |                                                            |                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                              
|   | (c)                                                        | review
 regulatory filings and decisions as they relate to the Corporations
 consolidated financial statements;                                                                                                                                                                                                                                                        
|   |                                                            |                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                              
|   | (d)                                                        | review the
 appropriateness of the policies and procedures used in the preparation of the
 Corporations consolidated financial statements and other required disclosure
 documents, and consider recommendations for any material change to such
 policies;                                                                                                            
|   |                                                            |                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                              
|   | (e)                                                        | review and
 report on the integrity of the Corporations consolidated financial
 statements;                                                                                                                                                                                                                                                                            
|   |                                                            |                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                              
|   | (f)                                                        | review the
 minutes of any audit committee meeting of subsidiary companies;                                                                                                                                                                                                                                                                                             
|   |                                                            |                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                              
|   | (g)                                                        | review with
 management, the external auditors and, if necessary, with legal counsel, any
 litigation, claim or other contingency, including tax assessments that could
 have a material effect upon the financial position or operating results of
 the Corporation and the manner in which such matters have been disclosed in
 the consolidated financial statements;
|   |                                                            |                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                              
|   | (h)                                                        | review the
 Corporations compliance with regulatory and statutory requirements as they
 relate to financial statements, tax matters and disclosure of material facts;                                                                                                                                                                                                  
|   |                                                            |                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                              
|   | (i)                                                        | develop a
 calendar of activities to be undertaken by the Committee for each ensuing
 year and to submit the calendar in the appropriate format to the Board of
 Directors following each annual general meeting of shareholders; and                                                                                                                                   
|   |                                                            |                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                              
|   | (j)                                                        | establish
 procedures for:                                                                                                                                                                                                                                                                                                                                              
|   |                                                            |                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                              
|   |                                                            | (i)                                                                                                                                                                                                                                                                                                                                                                      | the receipt,
 retention and treatment of complaints received by the Corporation regarding
 accounting, internal accounting controls, or auditing matters; and

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|     |                          |      |                                                                                                                                            
|---- | ------------------------ | ---- | -------------------------------------------------------------------------------------------------------------------------------------------
|     |                          | (ii) | the
 confidential, anonymous submission by employees of the Corporation of
 concerns regarding questionable accounting or auditing matters.
|     |                          |      |                                                                                                                                            
|10.2 | Audit
 Committee Members

The Audit
Committee consists of the following members:

|                       |                 |                         
|---------------------- | --------------- | ------------------------
|Dale Peniuk,
 Chairman | Independent (1) | Financially Literate (2)
|William A.
 Rand       | Independent (1) | Financially Literate (2)
|Donald
 Charter        | Independent (1) | Financially Literate (2)

|     |                                    |                                                                                                                                                                                                                                                                                                                                                
|---- | ---------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | Notes:                             |                                                                                                                                                                                                                                                                                                                                                
|     |                                    |                                                                                                                                                                                                                                                                                                                                                
|     | (1)                                | A member of an audit
 committee is independent if the member has no direct or indirect material
 relationship with the Company which could, in the view of the Board of
 Directors, reasonably interfere with the exercise of a members independent
 judgment, or is otherwise deemed to have a material relationship under Policy
 MI 52-110.
|     |                                    |                                                                                                                                                                                                                                                                                                                                                
|     | (2)                                | An individual is
 financially literate if he has the ability to read and understand a set of
 financial statements that present a breadth of complexity of accounting
 issues that are generally comparable to the breadth and complexity of the
 issues and can reasonably be expected to be raised by the Companys financial
 statements.   
|     |                                    |                                                                                                                                                                                                                                                                                                                                                
|10.3 | Relevant
 Education and Experience

The education
and experience of each Audit Committee member that is relevant to the
performance of his responsibilities as a member of the Audit Committee are as
follows:

|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|----------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Dale Peniuk | Mr. Peniuk
 is a chartered accountant and a graduate of the University of British
 Columbia (B.Comm). Mr. Peniuk was an assurance partner with KPMG LLP Canada
 from 1996 to 2006 and was the leader of their British Columbia mining
 practice. In addition to Lundin Mining, he is presently a Director and audit
 committee Chair of Corriente Resources Inc., Quest Capital Corp., Rainy River
 Resources Ltd., Reservoir Capital Corp. and Q2 Gold Resources Ltd.

- 43 -

---



|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|William A.
 Rand | Mr. Rand is
 a retired corporate and securities lawyer and mining executive with a B.Comm.
 from McGill University (Honours in Economics and Major in Accounting), who
 has sat on a number of boards and audit committees of public companies for
 over 25 years. Through this education and experience, Mr. Rand has experience
 overseeing and assessing the performance of companies and public accountants
 with respect to the preparation, auditing and evaluation of financial
 statements.
|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Donald
 Charter  | Mr. Charter
 has both an Honours B.A. in economics and an LLB, both from McGill
 University. Mr. Charter has attained financial experience and exposure to
 accounting and financial issues in his current role as Corporate Director and
 in his previous roles as Chairman and Chief Executive Officer of Dundee
 Securities Corporation and as Executive Vice President of Dundee Corporation
 and Dundee Wealth Management.                                                                    

|     |                               
|---- | ------------------------------
|10.4 | External
 Auditor Service Fees

|                           |  |                      |  |                              |  |                    |  |                          | 
|-------------------------- |  | -------------------- |  | ---------------------------- |  | ------------------ |  | ------------------------ | 
|Financial Year 
 Ending(1) |  | Audit Fees(2)
 (US$) |  | Audit Related Fees(3)
 (US$) |  | Tax Fees(4)
 (US$) |  | All Other Fees(5)
 (US$) | 
|                           |  |                      |  |                              |  |                    |  |                          | 
|2007                       |  | $2,600,608           |  | $  35,247                    |  | $633,894           |  | $197,347                 | 
|2006                       |  | $   713,667          |  | $132,397(6)                  |  | $  28,104          |  | $425,709(7)              | 

Notes:

|    |                                                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | PricewaterhouseCoopers
 LLP, who replaced KPMG LLP, was appointed as the Companys auditors in
 October 2006.                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                     
|(2) | The aggregate fees paid or
 accrued for audit services.                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                     
|(3) | Pertains to assurance and
 related services that are reasonably related to the performance of the audit
 or review of the Companys financial statements and that are not disclosed in
 the Audit Fees column.                                                    
|    |                                                                                                                                                                                                                                                                     
|(4) | Pertains to professional
 services for tax compliance, tax advice, and tax planning.                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                     
|(5) | Pertains to professional
 services provided in respect of the acquisition of Tenke and of RNG by the
 Company, not included in the previous categories.                                                                                                             
|    |                                                                                                                                                                                                                                                                     
|(6) | Includes US$87,350 paid to
 KPMG in respect of the Lundin/EuroZinc merger, US$12,033 paid to KPMG in
 respect of the US GAAP reconciliations.                                                                                                                       
|    |                                                                                                                                                                                                                                                                     
|(7) | Includes fees paid to PWC
 in respect of due diligence related to the Ozernoe Project (US$55,663) and in
 respect of tax elections related to the EuroZinc merger (US$187,905), and to
 KPMG in respect of due diligence related to the EuroZinc merger (US$69,541).

- 44 -

---



|        |                  
|------- | -----------------
|Item 11 | LEGAL PROCEEDINGS

Except as
referenced elsewhere in this AIF, neither Lundin Mining nor its material
subsidiaries and material properties are subject to any material legal proceedings.

|        |                                                           
|------- | ----------------------------------------------------------
|Item 12 | INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

The Company
believes no director or executive officer of the Company or any person or
company that is the direct or indirect beneficial owner of, or who exercise
control or direction over, more than 10% of any class or series of the
Companys outstanding voting securities or any associate or affiliate of any of
the persons or companies referred to above has any material interest, direct or
indirect, in any transactions which materially affected or would materially
affect the Company or any of its subsidiaries, occurring during the years ended
December 31, 2007, 2006, 2005, or the current year.

|        |                     
|------- | --------------------
|Item 13 | INTERESTS OF EXPERTS

PricewaterhouseCoopers
LLP, Chartered Accountants, are the Companys auditors and have prepared an
opinion with respect to the Companys consolidated financial statements as at
and for the year ended December 31, 2007 and an opinion on the Companys
internal control over financial reporting as at December 31, 2007.
PricewaterhouseCoopers LLP has advised the Company that it is independent in
accordance with the rules of professional conduct of the Institute of Chartered
Accountants of British Columbia and the SECs rules on auditor independence.

|        |                       
|------- | ----------------------
|Item 14 | ADDITIONAL INFORMATION

|                                                                                        |                                  |                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                       
|--------------------------------------------------------------------------------------- | -------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|14.1                                                                                    | Information
 Provided on Request
|                                                                                        |                                  |                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                       
|The Company
 shall provide to any person, upon request to the Secretary of the Company:
|                                                                                        |                                  |                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                        | (a)                              | when the
 securities of the Company are in the course of a distribution pursuant to a
 short form prospectus or a preliminary short form prospectus that has been
 filed in respect of a distribution of its securities:
|                                                                                        |                                  |                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                        |                                  | (i)                                                                                                                                                                                                                      | one copy of
 the AIF of the Company, together with one copy of any document, or the
 pertinent pages of any document, incorporated by reference in the AIF;                                                                                                                                                                                                                                           
|                                                                                        |                                  |                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                        |                                  | (ii)                                                                                                                                                                                                                     | one copy of
 the comparative financial statements of the Company for its most recently
 completed financial year in which financial statements have been filed
 together with the accompanying report of the auditor and one copy of any
 interim financial statements of the Company that have been prepared
 subsequent to the financial statements for its most recently completed
 financial year;
|                                                                                        |                                  |                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                        |                                  | (iii)                                                                                                                                                                                                                    | one copy of
 the information circular of the Company in respect of its most recent annual
 meeting of shareholders that involved the election of director or one copy of
 any annual filing prepared in lieu of that information circular, as
 appropriate; and                                                                                                                                       
|                                                                                        |                                  |                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                        |                                  | (iv)                                                                                                                                                                                                                     | one copy of
 any other documents that are incorporated by reference into the preliminary
 short form prospectus or the short form prospectus and are not required to be
 provided under (i), (ii) to (iii) above; or                                                                                                                                                                                  

- 45 -

---



|     |                                                                         |                                                                                                                                                                                                                                                       | 
|---- | ----------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|     | (b)                                                                     | at any other
 time, one copy of any other documents referred to in (a)(i), (ii) and (iii)
 above, provided the Company may require the payment of a reasonable charge if
 the request is made by a person who is not a securityholder of the Company.
|     |                                                                         |                                                                                                                                                                                                                                                       | 
|14.2 | Information
 Contained in Information Circular and Financial Statements

Additional
information, including directors and officers remuneration and indebtedness,
principal holders of the Companys securities, options to purchase securities
and interests of insiders in material transactions, where applicable, is
contained in the Companys information circular for its 2006 annual general
meeting of its shareholders. Additional financial information is provided in
the Companys comparative consolidated financial statements for December 31,
2007, a copy of which has been filed with each applicable securities
commission.

|     |                            
|---- | ---------------------------
|14.3 | Information
 Found on SEDAR

Additional
information relating to the Company can be found on the SEDAR website at
www.sedar.com under the Companys profile.

- 46 -

---