**SECURITIES AND EXCHANGE COMMISSION**

****Washington, D. C. 20549

**FORM 20-F**



|_| 	Registration Statement Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934.



|X| 	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the year

ended December 31, 2001.



|_|  	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.



Commission File Number 0-22617



**MINCO MINING & METALS CORPORATION**

(Exact name of registrant as specified in its charter)



Province of British Columbia (Canada)

(Jurisdiction of incorporation or organization)



Suite 1900 Guinness Tower

1055 West Hastings Street

Vancouver, British Columbia, Canada V6E 2E9

(Address of principal executive offices)



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

N/A                                                    
N/A



Title of each class                        
Name of each exchange

on which registered

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



Common Shares without par value

(Title of Class)



Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of
the period covered by the annual report:     16,380,123.



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the
past 90
days.                                                
                      
Yes
X               
No



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

Item 17  X         Item 18



(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PAST FIVE YEARS)



Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13
or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by
a court.    Yes __   No __       Not Applicable



**TABLE OF CONTENTS**

PageIntroduction And Use
of Certain Terms
      3Forward-Looking
Statements
      3Glossary of Mining
Terms
      3PART IItem 1. Identity of
Directors, Senior Management and Advisers
      5Item 2. Offer
Statistics and Expected Timetable
      n/aItem 3. Key
Information
      5Item 4. Information on
the Company
      9Item 5. Operating and
Financial Review and Prospects
      23Item 6. Directors,
Senior Management and Employees
      26Item 7. Major
Shareholders and Related Party Transaction
      29Item 8. Financial
Statements
      32Item 9. The Offering
and Listing
      32Item 10. Additional
Information
      33Item 11. Quantitative
and Qualitative Disclosures About Market Risk
      42Item 12. Description
of Securities Other than Equity Securities
      n/aPART IIItem 13. Defaults,
Dividend Arrearages and Delinquencies
      n/aItem 14. Material
Modifications to the Rights of Security Holders and Use of
Proceeds
      n/aItem 15.
[Reserved]
      -Item 16.
[Reserved]
      -PART IIIItem 17. Financial
Statements
      42 - 62Item 18. Financial
Statements
      n/aItem 19.
Exhibits
      63Signatures
      64




**Introduction And Use of Certain Terms**

****

Minco Mining & Metals Corporation, (the "Company" or "Minco") is a corporation incorporated under the laws of the
province of British Columbia, Canada.  As used herein, except as the context otherwise requires, the term the
"Company" or "Minco" refers to Minco Mining & Metals Corporation and its consolidated subsidiaries.  The
Company's consolidated financial statements are prepared in accordance with Canadian generally accepted auditing
standards and are presented in Canadian dollars.  Unless otherwise indicated, reference to dollar amounts in this
Annual Report shall refer to Canadian dollars.



Minco Mining & Metals Corporation files reports and other information with the Securities and Exchange Commission
located at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.  You may obtain copies of Minco's filings
with the SEC by accessing their website located at www.sec.gov.  Minco is also required to file reports electronically
in Canada on Sedar.  You may access Minco's reports filed on Sedar by accessing their website at www.sedar.com.



The principal executive office of the Company is located at Suite 1900 Guinness Tower, 1055 West Hastings Street,
Vancouver, British Columbia, Canada V6E 2E9.  The Company's telephone number is 604-688-8002, fax number is
604-688-8030 and Email address is info@mincomining.com or investor-info@mincomining.com.



**Forward-Looking Statements**

****

The following discussion contains forward-looking statements regarding events and financial trends that may affect the
Company's future operating results and financial position.   Such statements are subject to risks and uncertainties that
could cause the Company's actual results and financial position to differ materially from those anticipated in forward-looking statements.  These factors include, but are not limited to, the fact that the Company is in the exploration stage,
will need additional financing to develop its properties and will be subject to certain risks since its prospects are
located in China.  These risk factors are set forth in more detail in Item 3, section D "Risk Factors" and in Item 5
"Operating and Financial Review and Prospects".



**Glossary of Mining Terms**



*Alteration*Changes in the chemical or mineralogical composition of a rock, generally produced by weathering
or hydrothermal solutions.



*Anomalous*Inconsistent with or deviating from what is usual, normal or expected.



*Anomaly*        
The geographical area corresponding to anomalous geochemical or geophysical
 values.



*Assay*            
A chemical test performed on a sample of ores or minerals to determine the amount of valuable
metals contained.



*Back-in rights*	Providing financing assistance in exchange for the right to regain an interest at a later time under
predetermined terms.



*Carried interest*   An interest which does not require funding.



*Chalcopyrite*        Copper sulphide mineral.



*Drift*         	 A underground passage, approximately horizontal, often along a mineralized  zone.



*Drilling-diamond drilling*	A drilling procedure using diamond-tipped bits that result in recovery of a drill core
cylindrical section of rock from beneath the earth's surface.



*Fault*                 	A fracture in a rock across which there has been displacement.



*Felsic intrusions*  An intrusion of granite into surrounding rocks.



*Geochemical sampling*	Trace element analysis of residual soils which may be interpreted to predict the composition
of the underlying bedrock.



*Geology*            	A science that deals with the history of the earth and its life especially as recorded in rocks.



*Geophysical survey*	Means an exploration method that measures magnetic, electrical or other physical
characteristics of the earth, the results of which can be interpreted and used to predict the
possibility of economic mineral concentrations beneath the surface of the earth.



*Grade*		The concentration of an ore metal in a rock sample, given either as weight percent for base metals or
in grams per tonne (g/t) or ounces per short ton (oz/t) for precious metals.  The grade of an ore
deposit is calculated, often using sophisticated statistical procedures, as an average of the grades of a
very large number of samples collected from throughout the deposit.



*Ground magnetometer survey* 	A geophysical survey carried out from the ground.



Heap leach	A process whereby valuable metals are leached from a heap or pad of crushed ore by leaching
solutions percolating down through the heap and collected from a sloping, impermeable liner below
the pad.



*Highly anomalous*                        An anomaly, which is 50 to 100 times average background.



*Horizon*           	Layer (as in massive sulphide horizon).



Intrusive 	Mineralization within a rock type that was once molten and has "intruded" into other rocks in that
state, after which it cools.

**

*Mineralization* 	Minerals of value occurring in rocks.



*Net smelter royalty*	A share of the net revenues received from a smelter generated by the sale of metal produced
by a mine.



*Ore*		A natural aggregate of one or more minerals which may be mined and sold at a
 profit, or from which some part may be profitably separated.



*Ore lenses*   	A lenticular concentration of valuable material.



*Sedimentary exhalative*	 type of deposit consisting of layers of massive sulphide (a rock composed of at  *(or Sedex)
type deposit* least 60% sulphide minerals) interbedded with layers of sedimentary rock.



*Skarn*                 	A type of altered rock which in some areas contains commercially recoverable amounts of metals.



*Smelter*             	The treatment of sulphide concentrates to produce metal.



*Sulphide*          	A compound of sulphur and some other elements.



*Surficial oxide zone*       	The top portion of a deposit which has been oxidized by surface weathering.



*The Teck-Cominco*	Separate, but related agreements the Company holds with Teck Corporation ("Teck")
Agreements and Cominco Ltd. ("Cominco"), which were both public Canadian mining
companies (the agreements collectively called the "Teck-Cominco Agreements").  On
September 10, 2001, Teck acquired Cominco by giving Cominco shareholders 1.8 Teck
common shares plus $6.00 cash for each one Cominco share and the company was renamed
Teck Cominco Limited. ("Teck Cominco").



*Trenching*                    	Trenches excavated to bedrock, which may be made by hand or by machine.





















**PART I**

****

**Item 1.   Identity of Directors, Senior Management and Advisers**

****

**A.   Directors and Senior Management**

****

The following table sets forth as of May 13, 2002, the names, business addresses and functions of the Company's
directors and senior management.



Name                                    
Business Address                                                
Position



Ken Z. Cai                         
Suite 1900, 1055 West Hastings Street,            
President, Chief Executive

Vancouver, British Columbia, Canada                
Officer and Director

V6E 2E9



William Meyer                        
Suite 1900, 1055 West Hastings Street,            
Chairman and Director

Vancouver, British Columbia, Canada

V6E 2E9



Robert M. Callander                
150 King Street West, Suite 1710                    
Director

Toronto, Ontario, Canada

M5H 1J9



Hans Wick                                  
Gartenstrasse 7                                                 
Director

CH - 8002

Zurich, Switzerland



B.   Advisers



The Company's transfer agent and registrar for the common shares is Computershare Trust Company of Canada
(formerly Montreal Trust Company of Canada), 510 Burrard Street, Vancouver, British Columbia, Canada V6C 3B9.
Computershare acquired Montreal Trust in July 2000.



The Company's legal advisors are Bartel Eng & Schroder, 300 Capitol Mall, Suite 1100, Sacramento, CA 95814 and
Salley Bowes Harwardt, 1750 - 1185 West Georgia Street, Vancouver, B. C. Canada V6E 4E6.



C.   Auditors



The Company's auditors are Ellis Foster, Chartered Accountants.  Their address is 1650 West 1st Avenue, Vancouver,
British Columbia, Canada V6J 1G1.  Ellis Foster has been the Company's auditor for at least the past four years.





**Item 2.   Offer Statistics and Expected Timetable**

****

Not Applicable





**Item 3.   Key Information**

****

**A.   Selected Financial Data**

****

The following selected financial information for the fiscal years ended December 31, 2001, 2000, 1999, 1998, and
1997 are derived from the financial statements of the Company which is reported in Canadian dollars and should be
read in conjunction with the financial statements and the notes thereto attached to this Annual Report.  The Company's
financial statements are prepared in accordance with Canadian Generally Accepted Accounting Principles ("GAAP").
There are significant differences between Canadian GAAP and U.S. GAAP including the recording of exploration
costs, recognition of compensation expense upon release of the escrow shares and issuance of stock options and the
recording of marketable securities.





For a discussion between Canadian GAAP and United States GAAP, see note 13 to the Company's financial
statements.



******* Canadian GAAP, as previously reported *******

At
December 31

| | 2000 | 1999 | 1998 | 1997
| | ---- | ---- | ---- | ----

|**Operations**               
|-----------------------------
|Interest and Sundry Income   
|Exploration Expense          
|Mineral Interests written off

|Operating Loss                | (624,679)  | (1,389,759) | (1,996,584) | (1,476,342)
|----------------------------- | ---------- | ----------- | ----------- | -----------
|Loss for Period               | (624,679)  | (1,506,108) | (1,996,584) | (1,476,342)
|Income (loss) from Continuing
|Operations per Common Share   | ($0.04)    | ($0.09)     | ($0.13)     | ($0.10)    
|Common Shares used in        
|Calculations                  | 16,335,178 | 16,154,986  | 15,549,918  | 15,331,855 



**Consolidated Balance Sheet Data**

Total Assets
      3,912,973
      4,382,428
      5,180,841
      6,465,465Mineral Interests
      2,281,470
      1,835,376
      1,654,593
      1,812,908Total Liabilities
      328,873
      284,749
      139,554
      167,959Share Capital
      $	10,286,933
      $	10,175,833
      $	9,613,333
      $	8,872,968




**The Company has changed its accounting policy for mineral interests to write-off exploration cost as incurred until such are
proven.  (Previously the Company's policy was to capitalize exploration costs until it had been determined that economically
proven reserves are located on the property).  The change has been accounted for retroactively with prior years being
restated.  The effect of the restatement is as follows:**





******* Canadian GAAP, as restated *******

****At December 31

2001
      2000
      1999
      1998
      1997**Operations**Interest and Sundry Income
      $	77,023
      $	116,205
      $	144,042
      $	197,068
      $	265,388Exploration Expense
      168,835
      446,094
      759,871
      907,093
      1,217,602Mineral Interests written off
      -
      -
      -
      -
      -Operating Loss
      (715,412)
      (1,070,773)
      (1,570,542)
      (1,838,269)
      (2,502,774)Loss for Period
      (715,412)
      (1,070,773)
      (1,686,891)
      (1,838,269)
      (2,502,774)Income (loss) from ContinuingOperations per Common Share
      ($0.04)
      ($0.07)
      ($0.10)
      ($0.12)
      ($0.16)Common Shares used inCalculations
      16,380,123
      16,335,178
      16,154,986
      15,549,918
      15,331,855**Consolidated Balance Sheet Data**Total Assets
      988,926
      1,631,603
      2,547,152
      3,526,348
      4,652,657Mineral Interests
      100
      100
      100
      100
      100Total Liabilities
      401,608
      328,873
      284,749
      139,554
      167,959Share Capital
      $	10,286,933
      $	10,286,933
      $	10,175,833
      $	9,613,333
      $	8,872,968




**United States GAAP**

At December 31

2001
      2000
      1999
      1998
      1997**Operations**Interest and Sundry Income
      $	77,023
      $	116,205
      $	144,042
      $	197,068
      $	265,388Exploration Expense
      168,835
      446,094
      759,871
      907,093
      1,217,602Loss for Year
      (915,264)
      (1,070,773)
      (2,544,584)
      (3,315,242)
      (3,742,015)Income (loss) from ContinuingOperations per Common Share
      ($0.07)
      ($0.08)
      ($0.21)
      ($0.31)
      ($0.38)Common Shares used inCalculations
      13,388,801
      12,828,232
      12,189,894
      10,749,411
      9,869,355**Consolidated Balance Sheet Data**Total Assets
      92,036
      1,648,933
      2,547,052
      3,534,948
      4,652,597Mineral Interests
      -
      -
      -
      -
      -Total Liabilities
      401,608
      328,873
      284,749
      139,554
      167,959Share Capital
      $	14,610,766
      $	14,410,914
      $	14,299,814
      $	12,763,272
      $	10,545,934






*Exchange Rates*

**

The following table sets forth information as to the period end, average, the high and the low exchange rate for
Canadian Dollars and United States Dollars for the periods indicated based on the noon buying rate in New York City
for cable transfers in Canadian Dollars as certified for customs purposes by the Federal Reserve Bank of New York
(Canadian dollar = U.S. $1).



Year Ended:

December 31
      Average
      Period End
      High
      Low2001
      1.5487
      1.5925
      1.6023
      1.49442000
      l.4855
      1.4995
      1.5592
      1.43791999
      1.4858
      1.4440
      1.5268
      1.45121998
      1.4436
      1.5305
      1.5765
      1.40961997
      1.3844
      1.4305
      1.4399
      1.3345




The following table sets forth the high and low exchange rate for the past six months.  As of May 3, 2002, the
exchange rate was 1.5650.



Month
      High
      LowMay 2002
      1.5650
      1.5579(to May 3, 2002)April 2002
      1.5995
      1.5632March 2002
      1.5958
      1.5823February 2002
      1.6112
      1.5885January 2002
      1.6128
      1.5915December 2001
      1.5990
      1.5635




**B.   Capitalization and Indebtedness**

****

The Company's capitalization as of December 31, 2001 is as follows:



Consolidated Balance Sheet Data
      December 31, 2001Long-Term Debt
      $               
n/aShareholder's Equity
      $      
587,318Share Capitalization
      $ 
10,286,933




**C.   Reasons for the Offer and Use of Proceeds**

****

Not Applicable.





**D.   Risk Factors**

****

In addition to the other information presented in this Annual Report, the following should be considered carefully in
evaluating the Company and its business.  This Annual Report contains forward-looking statements that involve risks
and uncertainties.  The Company's actual results may differ materially from the results discussed in the forward-looking statements.  Factors that might cause such a difference include, but are not limited to, those discussed below
and elsewhere in this Annual Report.



1.	***The Company Has Incurred Losses***.  Since its reorganization in 1996, the Company has incurred net losses
and will continue to incur losses until it can derive sufficient revenues from its projects.



2.	***The Company Is In The Exploration Stage And Has No Proven Reserves.***None of the properties in which
the Company has interests are in commercial production, or contain reserves.  In order to obtain more reliable
information on which to base decisions about possible development of a property, it is necessary to expend significant
time and money, and many such properties will turn out not to be worth further expense.  The Company may thus
expend significant amounts of financing and effort on any or all of its properties without finding reserves or reaching a
stage of commercial production.



3.	***The Company Must Obtain Additional Financing to Conduct Exploration on Its Properties.***  Because the
Company is in the exploration stage, it does not have sufficient financial resources available to undertake extensive
exploration or, if warranted, development programs.  Further exploration or commercial development, if warranted,
would require additional financing. There can be no assurance that needed future financing will be available in a timely
or economically advantageous manner, or at all.



4. 	***The Company's Interests in Their Joint Ventures Will Be Subject to Dilution.***  Under the terms of their joint
venture agreements, the Company may earn a specified percentage in the joint venture provided that the Company
spends a required amount on project expenditures for the joint venture.  In the event the Company ceases to make its
project expenditures, its interest in the joint venture will be subject to dilution.



5. 	***The Company's Interest In Projects Will Be Diluted Pursuant to the Teck-Cominco Agreements***.  The
Teck-Cominco Agreements grant those companies the right to become the operators of an aggregate of two future
properties of the Company as well as rights of first refusal to acquire interests in other future projects for a period of
three years.  The exercise of those earn-in-rights by either Teck or Cominco will dilute the Company's interest in those
projects.  See Item 4. - "Information on the Company",  "The Teck-Cominco Agreements".



6.***The Mining Industry Is Highly Speculative.***The Company is engaged in the exploration for minerals which
involves a high degree of geological, technical and economic uncertainty, because of the inability to predict future
mineral prices, as well as the difficulty of determining the extent of a mineral deposit and the feasibility of extracting it
without the expenditure of considerable money.  There is a high level of risk involved.



7.	***It May Be Difficult to Enforce Civil Liabilities Against the Company.***  Because all of the assets of the
Company and its subsidiary, as well as the Company's jurisdiction of incorporation and the residences of its officers
and directors, are located outside of the United States, it may be difficult or impossible to enforce judgments granted
by a court in the United States against the assets of the Company and its subsidiaries or the directors and officers of the
Company who reside outside the United States.



8.	***Penny Stock Rules May Make It More Difficult to Trade the Company's Common Shares.***  The Securities
and Exchange Commission has adopted regulations which generally define a "penny stock" to be any equity security
that has a market price, as defined, less than U.S.$5.00 per share or an exercise price of less than U.S.$5.00 per share,
subject to certain exceptions.  The Company's securities may be covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons other than established customers and
accredited investors such as, institutions with assets in excess of U.S.$5,000,000 or an individual with net worth in
excess of U.S.$1,000,000 or annual income exceeding U.S.$200,000 or U.S.$300,000 jointly with his or her spouse.
For transactions covered by this rule, the broker-dealers must make a special suitability determination for the purchase
and receive the purchaser's written agreement of the transaction prior to the sale.  Consequently, the rule may affect the
ability of broker-dealers to sell the Company's securities and also affect the ability of the Company's investors to sell
their shares in the secondary market.



9.	***The Company is a Passive Foreign Investment Company for United States Federal Income Tax Purpose.***
The Company believes that it is a passive foreign investment company  ("PFIC") for United States Federal income tax
purposes because it earns 75% or more of its gross income from passive sources.  As a result, a United States holders
of Minco common shares could be subject to increased tax liability, possibly including an interest charge, upon the sale
or other disposition of the United States olders' common shares or upon receipt of "excess distributions," unless such
holder of common shares elect to be taxed currently on his or her pro rata portion of the Company's income, whether or
not the income was distributed in the form of dividends or otherwise.  The election requires certain conditions be met
such as filing on or before the due date, as extended, for filing the shareholder's income tax return for the first taxable
year to which the election will apply.  Otherwise, the election may only partially apply.  Further, the elections will
increase the administrative and regulatory burden on Minco.  See Item 10.E. "Taxation - United States Tax
Consequences - Passive Foreign Investment Companies."



10.	***Risks Related to Doing Business in China.***  Various matters that are specific to doing business in China may
create additional risks or increase the degree of such risks associated with the Company's activities.  These risks are
discussed below.



a. 	*The Company Must Seek Governmental Approval to Develop Mines.*The establishment, operation and
terms of the joint ventures through which any particular mineral property is to be explored or operated are
all subject to obtaining Chinese governmental approvals at various levels and for particular matters,
including mining rights, importation of equipment, hiring of labor, and environmental regulations.
Currently, the joint ventures formed to explore and, if warranted, develop the White Silver Mountain and
Gobi Gold projects have obtained a license to conduct mineral exploration activities, but will be required to
obtain a mining license to, if warranted, develop and conduct operations at the property.  Depending on the
scope of the operation, its location and the particular issues involved, the level of government from which
approvals must be sought and the process involved, may vary potentially restricting the joint venture's
operation.



b.	*Environmental Regulations May Adversely Affect the Company's Projects.* The Company's operations are
subject to environmental regulations promulgated by various Chinese government agencies from time to
time.  Violation of existing or future Chinese environmental rules may result in various fines and penalties.
As China's economy modernizes and expands, it is expected that regulations covering environmental
protection and the reclamation and remediation of industrial sites would be strengthened which could
increase the operation costs in China.



It is industry practice for North American mining companies like Teck Cominco Limited to apply the more
stringent standards of their home countries to foreign operations regardless of local practices.  Should Teck
Cominco choose to initiate production of a property in joint venture with the Company, its operations would
be carried out using North American environmental standards.  It is common practice for the estimated costs
of reclamation and remediation of mine sites to be included in the capital cost of a project.  A project would
have to be able to provide an adequate return on all capital, including estimated reclamation costs, to be
considered viable.  The Company's current projects all surround active mining operations, which add
additional considerations that would be dealt with on a case-by-case basis.  See the "Environmental
Considerations" section under the individual property description in Item 4. D - "Property, Plants and
Equipment" for more details.



c. 	*Politics of China May Adversely Affect the Company's Investments.*The Company's investments may be
adversely affected by political, economic and social uncertainties in China.  Changes in leadership, social or
political disruption or unforeseen circumstances affecting China's political, economic and social structure
could adversely affect the Company's joint venture interest or restrict its operations.



d. 	*Lack Of A Legal System May Produce Inconsistent Results.*Enforcement, operation and interpretation of
existing laws may be uncertain, sporadic or inconsistent.  China's judiciary is relatively inexperienced in
enforcing laws that do exist, leading to a higher than usual degree of uncertainty as to the outcome of any
litigation.  Even where adequate law exists in China, it may be impossible to obtain swift and equitable
enforcement of such law, or to obtain enforcement of the judgment by a court of another jurisdiction.  As a
result, if the Company is adversely affected, the Company may be unable to seek legal address in China.



e. 	*Property Information May Be Uncertain.*  Much of the information on which the Company and its
consultants have based their decisions regarding the Company's mineral prospects is based on information
provided by Chinese governmental officials, geologists and mining engineers and cannot be independently
confirmed.  Accordingly, the reliability of geological and mineral information regarding the properties, the
costs of labor, operation and construction may be uncertain since it has not been independently verified by
the Company.





**Item 4.    Information on the Company**

****

**A.    Introduction & Background**

****

Minco Mining & Metals Corporation is a British Columbia corporation whose common shares trade on the Toronto
Stock Exchange ("TSX") under the trading symbol MMM.  The principal executive office of the Company is located at
Suite 1900, 1055 West Hastings Street, Vancouver, British Columbia, Canada V6E 2E9, and the Company's telephone
number is 604-688-8002.  Through joint ventures with Chinese governmental entities, and others, the Company is
engaged in the exploration and acquisition of base and precious metal mineral projects in the People's Republic of
China.  Minco has no affiliation with 3M Corporation, who's trading symbol in the United States on the New York
Stock Exchange is also MMM.  The Company has one wholly owned subsidiary, Triple Eight Mineral Corporation
("Temco"), a British Virgin Islands corporation also engaged in the exploration and acquisition of mineral projects in
China.  (See Item 4, C - "Organizational Structure".)



At present, all of Minco's properties are in the exploration stage, and further exploration will be required before final
evaluations as to the economic and legal feasibility can be determined.  None of Minco's properties has a known body
of commercial ore, nor are any such properties at the commercial development or production stage.  No assurance can
be given that commercially viable mineral deposits exist on any of the Company's properties.  Further, Minco's interest
in joint ventures, which own properties, will be subject to dilution if the Company fails to expend further funds on the
project.  The Company has not generated cash flows from operations.  These facts increase the uncertainty and risks
faced by investors in the Company.  (See Item 3, D - "Risk Factors".)**

**

The Company was incorporated under the laws of the Province of British Columbia on November 5, 1982, under the
name "Caprock Energy Ltd."  On February 19, 1996, current management acquired its interests in the Company
pursuant to the following agreements:  the "PCR Agreement," and the "Teck-Cominco Agreements," described below.
(See Item 4, B - "Business Overview"; "The PCR Agreement" and "The Teck-Cominco Agreements.") The purpose of
the PCR Agreement was to transfer Pacific Canada Resources, Inc.'s assets to Minco which allowed Minco to explore
and evaluate for potential acquisition and, if warranted, development of mineral properties in China.



**B.     Business Overview**

****

Since the signing of its first co-operative agreement on the Chapuzi project in China in 1995, the Company has been
active in mineral exploration and property evaluations in China.  The Company intends to build a portfolio of base
metals and precious metals properties in China.  As discussed below, a strategic alliance was formed with Teck
Corporation and its 50.1% subsidiary, Cominco Ltd., for mineral exploration and acquisition in China.  Minco has
conducted exploration work on properties located in Sichuan, Xinjiang, Hebei, Inner Mongolia, and Gansu provinces
in China.  Currently, Minco has interests in the Gobi Gold and White Silver Mountain Sino-Foreign co-operative joint
ventures and intends to establish other Sino-Foreign co-operative joint venture with Chinese mining organizations to
hold mineral rights in China.



At present the Company has no income from its operations and none of its properties have reserves or are in
production.   The Company's ability to finance the exploration and development, if warranted, of its mineral properties,
to make concession payments and to fund general and administrative expenses is therefore dependent upon the
Company's ability to secure financing.  The equity markets for junior mineral exploration companies are unpredictable.
Alternatively, the Company may enter into cost sharing arrangements through joint venture agreements.  While
management believes that the quality of the concessions now held by Minco will attract joint venture partners in the
short-term and medium-term, there is no guarantee that the terms would be as favorable as management would like.



As outlined below, the focus of the Company for year 2001 was exploration at the Gobi Gold and White Silver
Mountain projects.  While the Company believes that it has sufficient working capital to fund certain exploration work
commitments on currently held properties for fiscal year ended 2002, any major increase in the exploration efforts on
these projects would require the Company to raising additional capital.  The Company cannot determine what funding
requirements will be beyond that time and whether the Company will require additional financing to meet such
requirements.  The Company does not believe that there are particular environmental regulations that will materially
impact its current or proposed operations.



On March 21, 2002, the Company announced a private placement financing of C$550,000.00.  The private placement
is expected to close by the end of May 2002 and will consist of 2,200,000 shares, at a price of C$0.25 per share.
Proceeds of the transaction will be used for general working capital purposes.  The shares to be issued will be subject
to a hold period of one year from the date of closing of the private placement.



A summary of the Company's operations for fiscal year 2001 and 2000 for the White Silver Mountain project and Gobi
Gold project is as follows:



***White Silver Mountain***

******

Teck Cominco Limited has been the operator at the While Silver Mountain project since 1999 and has funded
exploration expenditures at its sole discretion.  The year 2000 exploration program consisted of 230 meters of
underground excavation to establish drill stations from which 2,730 meters of diamond drilling in five holes was
carried out with the objective of outlining the downward extensions of the known massive sulphide horizons.  The
drilling further outlined the extensions of the western lobe of massive sulphide mineralization.  The eastern lobe
remains open and will require additional drilling to define its extent.  In addition to the underground program, an
extensive surface program was carried out in the area of geology perspective for the occurrence of massive sulphide
mineralization.  Approximately 207 line-kilometres of geophysical surveys (comprising magnetic and electromagnetic
surveys) were completed.  A number of anomalies were outlined, of which three occur in highly perspective geology
and require testing by drilling.  These three areas were scheduled for testing in 2001 by six surface diamond drill holes
aggregating 2,700 metes at an estimated cost of $400,000 and additional drilling would be contingent on results o the
proposed six-hole program.



During 2001, Teck completed a total of 2,763 meters of diamond drill holes in nine surface drill holes.  The holes
targeted magnetic and electromagnetic anomalies outlined in the course of district scale geological and geophysical
surveys completed in 2000.  While favorable alteration and some sulphide mineralization were intersected in a number
of holes, no economic grade mineralization was intersected and no further exploration work was done on the project
during 2001.



In March 2002, Teck Cominco advised the Company that it had decided to withdraw from the project and would retain
no interest in the property.  Teck Cominco Limited has been the operator, and funded the project exploration to year
end 2001 and has advised the Company that it will not fund the project in 2002.  The withdrawal by Teck Cominco
resulted in the Company's interest in the White Silver Mountain increasing to 41.4%.  Teck Cominco continues to hold
a 11.4% share interest in the Company and continues as Minco's strategic partner in China and also continues to have
future earn-in rights on two other Minco projects of its choice.



During 2002, the Company plans to fund further development of the project.  A large surface and underground drilling
program has been recommended.  The program will focus on an underground drilling program beneath the Xiaotieshan
Mine.  The Company's near-term objective is to define a 5 million tonne reserve, which can be placed into production
in a cost effective and timely manner by using Baiyin Non-Ferrous Metals Corporation's extensive milling and smelting
facilities on the property.



***Gobi Gold Project***



The 2000 Gobi Gold project field program included regional scale geological and geochemical sampling programs
followed by detailed ground magnetometer surveys and geological mapping in a 20 square kilometer area.  Detailed
rock geochemical sampling focused on a seven square kilometer area within this broader area.  Rock samples were
assayed for gold and seven other elements common to gold-skarn systems.  The combination of geology, intrusive
centers interpreted from magnetic data and geochemistry indicates a typical gold skarn system in a belt 1,500 meters
long and 300 meters wide where rock geochemical samples grade two grams per ton gold or better.



A new discovery was made during the year 2000 in an area with thin sand covering 1,000 meters to the east of the main
gold zone near another interpreted intrusive center.  A six-meter wide zone was exposed in a trench that returned an
average  grade of six grams per ton gold.  Minco believes that geochemical values of two grams of gold per tonne are
considered highly anomalous and could be an indication of economic concentrations of gold in the sub-surface.  Values
of six grams per tonne are potentially economic if found in large enough volumes to be economically extracted.



The year 2001 program consisted of expanded sampling programs by a drilling and/or trenching program prior to
designing an extensive diamond-drilling program.  The program consisted of detailed structural mapping, trenching in
selected areas, and IP and/or TEM surveys in sand-covered areas which resulting in a substantial gold/copper
discovery.   The Zhulazhaga License was one of eight acquired and the most extensively explored because of the initial
success. The remaining seven licenses were examined in 2000 in a regional reconnaissance fashion. Three license areas
returned positive results in terms of favourable geology, alteration and geochemically anomalous gold values.

During 2002, the Company plans a phase one drilling program consisting of 8 to 10 holes which has been scheduled
for second quarter 2002, to focus initially on the testing of the gold zone at depth and laterally to the southwest, at a
budgeted cost of approximately $300,000.  In addition, the Company plans to continue detailed exploration on three
additional licenses, which had exceptional early stage exploration success in the same geological environment.  ****



To date, the Company has funded its' own exploration program at the Gobi Gold project.  Total expenditures on the
Gobi Gold Project to date are approximately $750,000.



No assurance can be given that the Gobi Gold project will be able to find a sufficient amount of gold to be
economically mined.



***The PCR Agreement***

******

On February 19, 1996, Minco entered into an agreement with Pacific Canada Resources, Inc. ("PCR").  PCR was a
private company controlled by Ken Cai and Donald Hicks, both of whom became directors of Minco upon completion
of the transaction.  Prior to that  time,  PCR,  Ken Cai and  Donald  Hicks  were  not affiliated  with  Minco.  Mr.
Hicks is no  longer a  director  of the  Company.  Pursuant to the PCR Agreement,  Minco acquired rights to PCR's
entire  portfolio of base and precious metal property  agreements and acquisition rights in China, some  of  which  were
held  directly  and  some of  which  were  held by  PCR's subsidiary,  Temco. At that time, Temco was a joint venture,
of which Minco held a 60% equity interest and China Clipper Gold Mines, Ltd. ("China  Clipper"),  a publicly traded
Ontario corporation,  held the remaining 40% equity interest.  On February 27, 1997,  Minco purchased China
Clipper's 40% equity interest in Temco for $175,000, which was believed to be the fair market value at the time. PCR
is currently largest and the controlling shareholder of the Company, and has no other operations other than its
ownership in the Company.



***The Teck-Cominco Agreements***

******

Simultaneously, and in connection with the PCR agreement, Minco and PCR entered into separate, but related
agreements respectively dated February 19 and February 20, 1996 (collectively the "Teck-Cominco Agreements") with
Teck Corporation ("Teck") and its 50.1% owned subsidiary, Cominco Ltd. ("Cominco"), which were both public
Canadian mining companies  traded on the Toronto Stock Exchange.



Separate, but related agreements the Company holds with Teck Corporation ("Teck") *Agreements*	and Cominco Ltd.
("Cominco"), which were both public Canadian mining companies (the agreements collectively called the "Teck-Cominco Agreements").  On September 10, 2001, Teck acquired Cominco by giving Cominco shareholders 1.8 Teck
common shares plus $6.00 cash for each one Cominco share and the company was renamed Teck Cominco Limited.
("Teck Cominco").



Pursuant to these agreements, Teck and Cominco each invested $500,000 in Minco, and received 625,000 units, each
unit consisting of one common share of Minco and one half of a non-transferable common share purchase warrant,
each whole share purchase warrant entitling the holder to acquire one additional common share at a price of $1.20 on
or before February 20, 1997, or $1.38 on or before February 20, 1998.  The shares purchased by Teck and Cominco
were "restricted shares" under the rules of the British Columbia Securities Commission until February 20, 1997.  Teck
exercised its warrants to purchase 125,000 common shares at $1.20 per share prior to February 20, 1997.  The warrants
issued to Cominco expired under their terms.



As partial consideration for the investments by Teck and Cominco, they received "earn-in  rights" as to the  Non-Chinese  Interest  ("NCI") in any two mineral  property  rights  acquired  by  Minco in  China  after  the date of the
Teck-Cominco Agreements until March 1, 2004.  The Non-Chinese Interest with respect to a property represents the
direct or indirect interest in a property that is available for a non- Chinese entity or a foreigner to acquire under Chinese
Law.



The earn-in rights provide that upon Minco procuring a base or precious metal project, and after preliminary work by
Minco, Teck Cominco, in their sole discretion, shall first determine whether such project is to be governed by the
Teck-Cominco Agreements.  If they determine that the project is subject to the agreement, Teck Cominco shall hold
earn-in rights with respect to such project.  If Teck Cominco determines that the project is not to be governed by the
Teck-Cominco Agreements, Minco shall thereafter have the right to elect whether or not to have the project assigned to
it at cost.



If Teck Cominco determines that a base or precious metal project will be governed by  the  Teck-Cominco Agreements,
 the earn-in  rights  shall  be exercisable  in one of two ways,  depending on whether the project is determined by Teck
Cominco, in its sole discretion, to be a "development property" or "exploration  property."  If determined to be a
development property, Teck Cominco shall have the right to acquire 70% of the Non-Chinese interest in such property
and to become the operator of the project by completing, at its sole cost, any further project work and the final
feasibility report on the project.  Teck Cominco must then arrange for 70% of the costs required to be provided by the
non-Chinese parties to place the property into commercial production.  Upon completion of all of the foregoing, Teck
Cominco shall be deemed to have exercised its earn-in rights in respect to the development project. Minco must
contribute 30% of the costs required after the completion of the feasibility study.



If a project is determined to be an exploration property by Teck Cominco, it shall have the right, upon completion of a
preliminary feasibility study by Minco, to acquire 51% of the non-Chinese interest in such exploration property and to
become the operator of programs on the property.  To earn this 51% interest, Teck Cominco must fund the final
feasibility study on the project and arrange for all financing required to be provided by the non-Chinese parties to place
the property into commercial production, as determined in the feasibility study.  Upon completion of all of the
foregoing, Teck Cominco shall be deemed to have exercised their earn-in rights in respect to the exploration project.



Each property for which Teck Cominco have exercised an earn-in right shall be governed by its own separate joint
venture agreement which will include a provision that if Minco's interest is diluted to 10% or less, such interest will be
converted to a 1% net smelter return royalty.  The agreements further provide that Cominco (in the case of a base metal
property) or Teck (in the case of a precious metal property) shall be the designated operator of the property on behalf
of the joint venture which shall be formed to exploit any such property.



The Teck-Cominco Agreements contain provisions under which Teck and Cominco agreed, subject to certain
limitations, not to increase their collective share holdings in Minco beyond 20% of the common shares, nor to reduce
them beyond 50% if their initial ownership, which limitations expire upon certain changes in control of the Company.
As of May 13, 2002, Teck Corporation owned 1,250,000 common shares representing 7.63% of the outstanding shares
and Cominco Ltd. owned 625,000 common shares representing 3.82% of the outstanding shares, holding a combined
total of 11.45% of the outstanding shares of the Company.  Teck Cominco has a right of first refusal to purchase
common shares of Minco in any future offerings, so as to maintain their percentage ownership in the Company.



After Teck Cominco have exercised their earn-in rights in an aggregate of two projects procured by Minco, Teck and
Cominco shall have further preferential rights of first refusal with respect to further properties identified by Minco for
a period of three years after the exercise of their earn-in rights.  These preferential rights of purchase will apply only in
circumstances where Minco, if Minco has elected to acquire a project identified by PCR, intends to offer an interest to
third parties or has received an offer to purchase, earn or acquire an interest in such properties from third parties.
Minco is required to notify Teck Cominco of its intent to sell an interest in such project to a third party, and provide
Teck Cominco all information which Minco possesses with respect to the project as well as the terms of the proposed
sale, and Teck and Cominco may, within thirty days, purchase such interest on the terms which Minco had proposed to
accept from a third party.



***The White Silver Mountain Teck Agreement***

******

On June 15, 1998, Teck exercised its option with respect to the White Silver Mountain Project (see Item 4 -
Description of Property) under which it has the right to acquire up to 70% of Minco's interest in, or a net 56% in, the
White Silver Mountain Project by purchasing 375,000 common shares of Minco at a price of $2.00 per share, which
occurred on July 10, 1998, and by exercising warrants to purchase 125,000 common shares of Minco at a price of
$3.00 per share, within one year, and funding all of Minco's  obligations  on the White Silver Mountain  project up to
the point of production.  These warrants were not exercised.  As a part of the transaction, warrants were issued to Teck
allowing it to buy an additional 125,000 shares at a price of $2.00 per share, for one year, and warrants to buy a further
125,000 shares at a price of $3.45 per share for two years.  Cominco has "back-in rights" with respect to this project to
earn up to a 20% working interest in the Non-Chinese interest in the property up to the pre-feasibility stage by repaying
Teck and Minco one and one-half times the total project expenditures up to the date of exercise of its rights and
thereafter funding its pro-rata share of feasibility and development costs.  If Cominco exercises these back in rights,
Minco's interest would be reduced to a 19% carried interest.



The White Silver Mountain agreements with Teck and Cominco are separate from the Earn-In Rights that are detailed
in the section above.  The White Silver Mountain Agreement does not constitute an exercise of either Teck's or
Cominco's first right of refusal, which remain intact.



***People's Republic of China - Background Information***



The following is a general description of China's foreign investment in China and the history of gold mining therein.



*Foreign Investment*

**

China is in the process of developing a comprehensive system of laws for the development of a market-oriented
economy.  Since 1979, a significant number of laws and regulations dealing with foreign investment and matters
related to foreign investment have been promulgated.



The Constitution authorizes and encourages foreign investment and protects the "lawful rights and interests" of foreign
investors in China.  The Civil Procedure Law of China (the "Civil Procedure Law"), effective April 9, 1991, provides
that if there is a conflict between the provisions of international treaties to which China is a signatory and domestic
Chinese law, the treaty provisions will prevail. In addition, the Foreign Economic Contract Law of China (the
"FECL"), effective July 1, 1985, provides that matters not covered by Chinese law will be dealt with by reference to
international practices.



Direct foreign investment in China usually takes the form of equity joint ventures ("EJVs"), co-operative joint ventures
("CJVs") and wholly foreign-owned enterprises.  These investment vehicles are collectively referred to as foreign
investment enterprises ("FIEs").



An EJV is a Chinese legal person and consists of at least one foreign party and at least one Chinese party.  The EJV
generally takes the form of a limited liability company.  It is required to have a registered capital to which each party to
the EJV subscribes.  Each party to the EJV is liable to the EJV up to the amount of the registered capital subscribed by
it. The profits, losses and risks of the EJV are shared by the parties in proportion to their respective contributions  to
the registered  capital.  There are also rules and regulations governing specific aspects of EJVs or FIEs, including
capital contribution requirements, debt-equity ratio, foreign exchange control, labor management, land use and
taxation.



Unlike an EJV, a CJV may be, but need not be, incorporated as a separate legal entity. The relationship between the
parties is contractual in nature. The rights, liabilities and obligations of the parties are governed by the CJV contract, as
is each party's share of the goods produced or profits generated.  A CJV is considered a legal person with limited
liability.



The establishment of FIEs requires the approval of various Chinese government authorities.  Generally, the approval
authority is determined on the basis of the total amount of investment involved and the location of the project in
question.  The State Council must approve any foreign investment projects having an investment of U.S.$30 to
U.S.$100 million or more.  The State Development Planning Commission and the Ministry of Foreign Trade and
Economic Co-operation are authorized by the State Council to approve foreign investment projects of between U.S.$30
million and U.S.$100 million.  Provincial authorities are authorized to approve projects less than U.S.$30 million.



***Gold Mining in China***

******

Gold has been produced in China for over 4,000 years.  In 1994, China was the world's sixth largest producer of gold
at a reported 130 tonnes, immediately following Canada which was then the fifth largest producer of gold.  It is
presumed that early Chinese production was from placer deposits, and placer reserves still account for over 15% of
China's total gold production.  Gold mining is currently active in all of China's provinces, with over 460 official
operations.



The Chinese mining industry has traditionally been closed to foreign participation. However, a change in the Mineral
Resources Law has been implemented by China's Central Government which permits foreign participation.  The
regulation of mining, including gold mining,  in China is in a state of evolution  from a totally  planned,  state-controlled  condition  to free market conditions as experienced in developed and most developing countries.



The Ministry of Geology and Mineral Resources  ("MGMR"), that formerly administered geological exploration and
also carried out exploration through its own personnel, has been replaced by the new Ministry of Lands and Mineral
Resources.



***Chinese-Foreign Co-Operative Joint Ventures***



Minco has entered into two joint ventures to explore, and if warranted,  to develop the White Silver Mountain project
and Gobi Gold project.  Minco believes that  each of the  joint  ventures  has  complied  with the  required  statutory
regulations.



The following is a general description of the legal framework for Sino-Foreign co-operative joint ventures pursuant  to
which  the  Company's business is carried on in China or will be regulated.



*Legal Framework.*  Each of the various joint venture entities through which the Company will carry on business in
China has been or will be formed under the laws of China as a Chinese-foreign co-operative joint venture enterprise
also called a Sino-Foreign  co-operative  joint  venture,  and is or will be a "legal person"  with limited  liability.  All
joint ventures entered  into,  or to be entered into, by the Company must be approved by both the Ministry of Foreign
Trade and Economic Co-operation ("MOFTEC") and the State  Planning  Commission ("SPC") in Beijing or their
provincial bureaus.



The establishment and activities of each of the Company's joint venture entities are governed by the Law of the
People's Republic of China on Chinese-foreign co-operative Joint Ventures and the regulations promulgated thereunder
(the "China Joint Venture Law").  As with all Chinese-foreign co-operative joint venture enterprises, the Company's
joint venture enterprises will be subject to an extensive and reasonably well-developed body of statutory law relating to
matters such as establishment and formation, distribution of revenues, taxation, accounting, foreign exchange and labor
management.



On January 1, 1997, an amendment to the Mineral Resources Law of China became effective.  Among other things,
the  amended  law deals with  foreign ownership  of  Chinese  mines  and  mineral  rights,  and  allows,   under  some
circumstances, the transfer of exploration rights and mining rights.  Pursuant to this law, new regulations were made
effective on February 12, 1998.  These new regulations have effectively removed the limitations formerly imposed on
foreign investment in gold mining.



Restructuring within central government  bureaucracies  dealing  with resources  has resulted in the  formation of one
new  ministry,  the Ministry of Land and  Resources  ("MLR"),  which  replaces  the old  Ministry of Geology and
Mineral Resources, State Bureau of Land Administration, State Bureau of Oceanic Administration and the State
Bureau of Survey.  This new ministry administers a new computerized central mineral title registry established in
Beijing.  This change has streamlined  the  application  for exploration and mining permits so that a maximum 40-day
response time is now guaranteed.



Under existing laws, in order to form a mining joint venture, foreign companies must complete three levels of
agreements.  In general, the first level of agreement is a Letter of Intent or a Memorandum of Understanding, which
sets forth broad areas of "mutual co-operation."  The second level of agreement is a more detailed Co-operative
Agreement which outlines the essential terms of the joint venture which will ultimately be formed. The third level of
agreement is a Joint Venture Contract which sets out the entire agreement among the parties and contemplates the
establishment of a "Chinese Legal Person," a separate legal entity.



Before a joint venture can be created, an assessment or feasibility study of the proposed joint venture must be prepared
and approved  by the State Development Planning Commission  (the  "SDPC") or  its provincial  bureau.  Therefore,
upon completing a Co-operation Agreement, the parties prepare a feasibility study of the proposed joint venture and
submit the  feasibility study  along  with  the Co-operation  Agreement  to the  SDPC  for what may be described  as an
approval in  principle,  the  granting  of which  depends  upon whether the proposed  project broadly  conforms to the
economic policy issued by the government and any prescribed regulations.



Upon receiving this approval in principle,  the parties then negotiate and prepare a Joint Venture  Contract and submit
it to the Ministry of Foreign Trade and Economic Co-operation ("MOFTEC"),  or its provincial bureaus, which
approves the specific terms of all Joint Venture  Contracts  between  Chinese and foreign parties.  Within one month
after the receipt of a certificate of approval from MOFTEC, a joint venture must register with the State Administration
of Industry and Commerce (the "SAEC").  Upon registration of the joint venture, a business license is issued to the
joint  venture.  The joint venture is officially established on the date on which its business license is issued.  Following
the receipt of its business license, the joint venture applies to the MLR to approve and grant to the joint venture its
exploration permits and/or mining licenses.



*Governance and Operations.*Governance and operations of a Sino-Foreign co-operative joint venture enterprise are
governed by the Chinese Joint Venture Law and by the parties' joint venture agreement and the Articles of Association

of each joint venture entity.  Pursuant to relevant Chinese laws, certain major actions of the joint venture entity require
unanimous approval by all of the directors present at the meeting called to decide upon actions such as:amendments to
the joint  venture  agreement  and the  Articles of  Association; increase in, or assignment  of, the registered  capital of
the joint venture;  a merger  of the  joint  venture  with  another  entity;  or the  termination  and dissolution of the joint
venture enterprise.



*Term.*Under the joint venture agreement, the parties will agree to a term of the joint venture enterprise from the date a
business license is granted.  However, the term may be extended with the unanimous approval of the board of directors
of the joint venture entity and the approval of the relevant Chinese governmental entities.



*Employee Matters.*   Each joint venture entity is subject to the Chinese-Foreign Co-operative Joint Venture Enterprise
Labor Management Regulations.  In compliance with these regulations, the management of the joint venture
enterprise may hire and  discharge employees and make other determinations with respect to wages, welfare,  insurance
and discipline of its employees.



Generally, in the joint venture agreement, the standard of salary, social welfare insurance and traveling expenses of
senior management will be determined by the board of directors of the joint venture entity.  In addition, the joint
venture will establish a special fund for enterprise development, employee welfare and incentive fund, and a general
reserve.  The amount of after-tax profits allocated to the special funds is determined at the discretion of the board of
directors on an annual basis.



*Distributions.*  After provision for a reserve fund, enterprise development fund and employee welfare and incentive
fund, and after provision for taxation, the profits of a joint venture enterprise will be available for distribution to the
Company and the relevant Chinese  governmental  entity, such distribution to be authorized by the board of directors of
the joint venture entity.



*Assignment of Interest*.  Under joint venture agreements and the Chinese Joint Venture Law, any assignment of an
interest in a joint venture entity must be approved by the relevant governmental authorities.  The China Joint Venture
Law also  provides  for  pre-emptive  rights and  consent of the other party for proposed assignments by one party to a
third party.



*Liquidation.*  Under the Chinese Joint Venture Law and joint venture agreements, the joint venture entity may be
liquidated in certain limited circumstances including the expiry of its term or any term of extension, inability to
continue operations due to severe losses, failure of a party to honor its obligations under the joint venture agreement
and Articles of Association in such a manner as to impair the operations of Chinese governmental entitles and force
majeure.



*Resolution of Disputes.*  In the event of a dispute between the parties, attempts will be made to resolve the dispute
through friendly consultation. This is the practice in China and the Company believes that its relationship with Chinese
governmental entities is such that it will be able to maintain a good working relationship with respect to the operations
of its  joint  venture enterprises.  In the absence of a friendly resolution of any dispute, the parties have agreed or will
agree that the matter will first be referred to the Foreign Economics and Trade Arbitration Commission of China
Council  ("FETAL") for the Promotion of International Trade for Arbitration.  Awards of FETAL are enforceable in
accordance with the laws of China before Chinese courts.  Resort to Chinese courts to enforce a joint  venture contract
or to resolve  disputes between the parties over the terms of the contract is permissible.  However, the parties' may
jointly select another internationally recognized arbitration institution to resolve disputes.  All of the Company's joint
venture agreements stipulate that disagreements between the parties will be arbitrated by an arbitration institution in
Singapore.



*Expropriation.*  The Chinese Joint Venture Law also provides that China generally will not nationalize and requisition
enterprises with foreign investment.  However, in special circumstances where demanded by social public interest,
enterprises with foreign investment may be requisitioned by legal procedures, but appropriate compensation will be
paid.



*Division of Revenues.* Revenues derived from operating joint ventures, once all necessary agreements, permits and
licenses are obtained, will be divided between the Company and the Chinese  governmental  entity or entities  which
are parties to the joint  venture  according to the terms of each  individual  joint venture,  which  terms will vary from
project to project.  The Company will be subject to various taxes on its revenues.



**Organizational Structure**

****

The Company has one wholly owned subsidiary, Triple Eight Mineral Corporation ("Temco"),  a corporation organized
on September 1, 1995, under the laws of the British Virgin Islands and having a statutory  office at Arawak  Chambers,
P.O. Box 173, Road Town, Tortola, British Virgin Islands.



The following chart sets forth the Company's corporate structure, including its subsidiary, related parties and their
jurisdictions of incorporation, and the various mineral properties held by each of them:

Minco Mining
& Metals

Corporation



(a British Columbia
corporation)

|

|

_________________________________________________________________________
Triple Eight
Mineral                
Gansu Keyin Mining Co.        Inner Mongolia
Damo        Changba_Lijiagou

Corporation                            
Ltd.(1)                                  
Mining Co. Ltd
(2)            
Project(3)
                             
(a British Virgin
Islands            (a
Chinese joint venture)         (A
Chinese joint venture)

company)

(100%)                                  
(Right to Earn up to 80%)       (Right to Earn up
to 75%)   (Option to Earn up to 75%)
                                                                                              
|                                              
|
                                                                                              
|                                              
|

White
Silver                               
Gobi Gold Project       
                                                                               
Mountain
Project



(100%)                                           
(100%)







(1) 	Formed by Minco and  Baiyin  Non-Ferrous  Metals  Corporation  ("BNMC"),  a Chinese state-owned
company.   As of December 31, 2001, Minco has earned 41.1% of its 80% interest.



(2)  	Formed by Minco and the Exploration Institute of Land and Resources of Inner Mongolia, a department of the
Chinese government.  As of December 31, 2001, Minco has earned 21% of its 75% interest.



(3)  	Owned by BNMC.  Minco has the right to earn up to a 75% interest in joint venture.  As of December 31,
2001, Minco has not yet earned its 75% interest.





**D.    Description of Property**

****

For the year 2001, Minco actively pursued exploration at the Gobi Gold projects and White Silver Mountain project.
Teck Cominco undertook a drilling exploration program at the White Silver Mountain project and the Company carried
out further exploration work on the Gobi Gold project.  A detailed description of each of the Company's projects
follows:



**White Silver Mountain**

****

Minco  acquired its rights to the White  Silver  Mountain,  a  polymetallic project  located  in  Gansu  Province,  China,
pursuant  to  the  "Co-operation Agreement  for  Mineral  Exploration  and  Development"  between the Company and

Baiyin Non-Ferrous Metals Corporation  ("BNMC") signed on November 17, 1997.  A fully licensed  Sino-Foreign
joint venture company,  Gansu Keyin Mining Co. Ltd.  ("Gansu Keyin") was formed to hold the mineral interests.  In
order to earn up to an 80% interest in Gansu Keyin, which owns the rights to the White  Silver Mountain  project,
Minco is required to spend a minimum of US$4.8  million  (40  million Renminbi  Yuan  "RMB") on the White  Silver
Mountain  property  over a six year period.  If Minco fails to spend the minimum amount,  Minco's  interest in Gansu

Keyin will be capped by a predetermined  formula as set out in the Joint Venture Agreement.  BNMC contributed the
exploration permit held by it and the geological data and research  results,  including  drill core samples and maps, for
its 20% interest in Gansu Keyin.  Following the  completion  of the above expenditures by Minco, each party  shall
make  contributions  to Gansu  Keyin in  proportion  to their respective beneficial interests.  Pursuant to an option
agreement dated December 22, 1999,  with effective date of June 10, 1998, the date a letter agreement was  entered
into,  Minco  granted  Teck an option to earn 70% of  Minco's  80% interest,  for a 56% net  interest in Gansu  Keyin,
by assuming  all of Minco's funding  requirements  until  commercial  production  has been  attained.  Since inception,
total expenditures on theWhite Silver Mountainproject are C$3.7 million, of which C$2.3 million was funded by Teck
Cominco.



*Location and Description*

**

The 180 square kilometer White Silver Mountain project includes exploration ground in or around a number of past
and presently  producing  properties in the Baiyin Ore Field located  close to the city of Baiyin,  Gansu  Province,
China.  Baiyin is located 1,000 kilometers west of Beijing.  The area is fully serviced by road and rail and has the entire
required infrastructure to support an active mining  operation.  The  White  Silver  Mountain  project  is  located  near
the Xiaotieshan  deposit which is currently being mined and operated by BNMC.  Gansu Keyin,  the joint  venture in
which Minco has the right to earn an 80% interest, has concluded an agreement to explore the  extensions of the
mineralized  zones being  mined  at  Xiaotieshan  as  well as any new  discoveries  in the  region.  Drilling and
underground  exploration  undertaken by Gansu Keyin has focused on the area immediately below the Xiaotieshan
underground mine testing the downward extensions  of the ore lenses being mined by BNMC.  The agreement
includes the areas  immediately  surrounding  past and present mine workings but excludes the workings  themselves
and the BNMC milling  and/or  smelting  operations.  Recent surface exploration and geological mapping has
uncovered other prospective areas outside of the project  boundary.  In response to these  finds,  Gansu Keyin has

applied for an additional  70 square  kilometers  of mineral  rights,  which was granted in March 2000.



*History, Deposit Type and Exploration Potential*

**

The White Silver Mountain deposits are of the Volcanogenic Massive Sulphide (VMS) type. VMS deposits are formed
in undersea settings by the precipitation of metal  rich  fluids  expelled  by  volcanic  vents.   VMS  deposits   display  a
characteristic  "zoning" with more copper-rich  deposits found near the location of the original  volcanic vents and
more zinc-rich  deposits found at a distance to them,  though the pattern is often  obscured by later faulting and folding
of the rocks that contain them. VMS deposits are "syngenetic," meaning they form at the same time as the rocks that
enclose them and they usually  occur in clusters over a 20 to 40 km  radius.  Deposits are found where the volcanic
rock has changed to a distinctive  quartz rich rock units known as  "exhalitives."  These are indicators of VMS deposit
forming activity;  exploration for new deposits in known VMS camps therefore often focuses on finding the exhalative
horizons then exploring within them for economic concentrations of metals.  Geological mapping undertaken as part of
the 1999  exploration  program has located five  separate exhalitive  horizons,  including the one that hosts the mined
deposits.  To the best of Minco's  knowledge,  there had been virtually no past exploration of the property away from
the mines.



*Environmental Considerations*

**

The Gansu Keyin joint venture agreement  specifically excludes any areas of past  or  present  mining  activity.   Minco
foresees  no  direct  or  indirect liabilities  arising from the  activities of BNMC on its own mine sites.  In the White
Silver  Mountain  underground  exploration  area, Teck has hired BNMC as a contractor to undertake all underground
excavation.  BNMC is responsible for the disposal of all mining waste (mainly barren rock) in an  environmentally
sound manner.  Similarly,  it is  expected  that BNMC would be  retained as the mining contractor if the joint venture
makes a positive production decision. BNMC would have operational  management  of the  project  and  would  be
responsible  for adherence to sound environmental practice. If smelting is done by BNMC, it would be governed by
standard  commercial  contract  under which the handling and safe disposal of any attendant waste products would be
BNMC's sole responsibility.



*Gansu Keyin Mining Co. Ltd.*

**

Gansu  Keyin  Mining  Co.  Ltd  was  formed  and  operates  pursuant  to  a Sino-Foreign  co-operative  joint venture
contract  between Baiyin  Non-Ferrous Metals  Corporation of the People's Republic of China ("BNMC") and Minco.
Under the  terms of the joint  venture  contract,  Gansu  Keyin's  board of  directors consists  of seven  directors  of
which  Minco  has the  right  to  select  four directors,  including the chairman.  Minco has selected Messrs. Ken Cai,
William Meyer, Hans Wick and Fred Daley as its representatives.  Baiyin has the right to select the remaining three
directors.



Because of Minco's majority  ownership and majority  representatives on the Gansu Keyin's board,  Minco  controls
Gansu Keyin's  operations in the ordinary course of business.  However, the following transactions by Gansu Keyin
requires the unanimous  approval by its board: (1) terminating or dissolving Gansu Keyin;  (2)  selling  or  mortgaging
assets  that have a value of 10% of Gansu  Keyin's assets;  (3)  increasing or decreasing  Gansu Keyin's  registered
capital;  (4) borrowing by Gansu Keyin; (5) merging Gansu Keyin; (6) guaranteeing on behalf of Gansu Keyin; and (7)
establishing organization under the board.



*2001 Exploration*



Teck Cominco Limited ("Teck Cominco"), as operator of the project, completed wide-ranging district scale exploration
of this massive sulphide.  Drilling of the resulting high priority targets intersected the ore horizons, alteration zones or
weak sulphide mineralization.  Nine holes were drilled in 2001 as the first stage of evaluating the high priority targets.
A number of holes intersected graphitic horizons that occur stratigraphically above the "ore" horizon and explain the
anomaly while others intersected strong alteration and weak sulphide mineralization at the "ore" horizon.  None
intersected economic grades however.

Teck Cominco's conclusion suggested that the best potential lies still on the down dip potential and immediate strike
extent of the producing Xiaotieshan Mine.  A series of drill holes to test the down dip extensions of three massive
sulphide areas including the East Ore Shoot and the western limits of the West Ore Shoot were outlined.  All of the
exploration data is being compiled and re-evaluated by the Company in preparation for the next stage of drilling and
further drilling will be carried out on completion of financing.

*****Significant Underground Drilling Results on extensions of the Xiaotieshan Mine.*

Drill Hole
Cu(%)
Pb(%)
Zn(%)
Au(g/t)
Ag(g/t)
CoredLength(m)**XT6-01
2.02
15.93
29.78
6.00
390.95
1.35XT6-02
1.05
8.39
10.79
2.83
288.50
0.85XT6-03
1.53
9.33
16.35
3.30
222.60
10.10XT6-05
1.29
3.94
7.65
1.62
78.74
29.90including
2.77
15.52
25.19
2.74
206.73
4.90**3.22
4.74
10.14
2.92
161.60
4.45**1.05
2.54
7.73
2.87
73.18
6.60**XT6-08
1.89
4.38
18.73
2.64
223.66
1.85XT6-09
1.62
5.09
19.22
3.94
208.66
1.35XT6-11
2.83
10.04
24.32
8.19
236.47
2.70XT6-14
1.68
4.56
18.89
34.14
281.99
0.2012-23 *
1.80
3.7
6.4
na
na
24.013-B2 *
2.1
5.4
9.7
4.8
120.0
17.714-B1 *
0.8
2.5
4.7
2.4
71.2
4.41.7
9.8
13.74
4.2
148.9
9.506-16A
0.46
8.70
11.0
1.70
240.75
27.0006-16B
0.65
5.14
8.25
na
na
10.9007-14
1.24
9.54
12.17
na
na
18.6607-15
1.99
11.32
16.36
na
na
20.0007-16
1.19
2.76
5.04
1.30
64.10
16.0007-18B
1.48
7.79
12.32
21.03
210.85
54.5807-20
0.97
6.03
9.52
na
na
11.3908A-15
0.30
1.16
2.43
na
na
19.2908A-16
2.05
6.20
na
na
na
11.3908A-17
0.93
3.54
8.63
na
na
19.29XT6-12
1.02
5.65
8.49
2.41
181.27
1.40


na = not analyzed

* = BNMC Drill Holes

*Plans for 2002*

Minco plans to fund further development on this project.  Prior to its withdrawal, Teck Cominco had recommended
that the 2002 exploration should focus on an underground drilling program to follow up the down-dip extension of the
known ore bodies intersected by previous underground drilling programs beneath the Xiaotieshan mine.  Minco's near
term objective is to define a 5 million tonne reserve, expanding to 10 million tonne reserve in the coming year, which
can be placed into production in a cost effective and timely manner by using Baiyin Non-Ferrous Metals Corporation's
extensive milling and smelting facilities on the property.

As the primary focus of the Company's 2002 exploration will be the Gobi Gold Project, the Company may defer a
drilling program until completion of additional funding.

**



**Gobi Gold Project**

****

A regional exploration and property evaluation was carried out on the Inner Mongolia  (Gobi Gold  project)  during
1998  culminating  in the joint  venture agreement  in 1999  between  Minco  and the  Exploration  Institute  of Land
and Resources of Inner  Mongolia  ("EILR").  In 1999,  Minco and EILR created  Inner Mongolia Damo Mining Co.
Ltd., a fully-licensed  Sino-Foreign co-operative joint venture ("Damo  Mining"),  to explore for metallic  mineral
deposits within the Inner Mongolia Autonomous Region. Initially, Damo Mining will focus on exploring its existing
license holding that covers 550 km2. The Damo Mining joint venture agreement allows Minco to earn up to a 75%
interest in joint venture by spending US$2.5 million on  exploration on the Gobi Gold project over four years.  In the
event  Minco does not spend the  specified  amounts,  its  interest in the joint venture  agreement may be subject to
being capped by a predetermined  formula as set out in the Joint Venture Agreement.



*Inner Mongolia Damo Mining Co., Ltd.*

**

Damo Mining was formed and operates pursuant to a Sino-Foreign co-operative joint  venture  contract  between
EILR and Minco.  Under the terms of the joint venture contract,  Damo Mining's board of directors  consists of seven
directors of which Minco has the right to select four  directors,  including the chairman.  Minco has selected Messrs.
Ken Cai, William Meyer,  Robert Callander and Ruijin Jiang as its  representatives.  EILR has the right to select the
remaining three directors.



Because of Minco's majority ownership and majority  representatives on Damo Mining's board,  Minco controls Damo
Mining's  operations in the ordinary course of business.  However,  the following  transactions  by Damo Mining
requires the unanimous  approval by its board: (1) terminating or dissolving Damo Mining; (2) selling or mortgaging
assets that have a value of 10% of Damo Mining's  assets; (3) increasing or decreasing Damo Mining's registered
capital;  (4) borrowing by Damo Mining; (5) merging Damo Mining; (6) guaranteeing on behalf of Damo Mining;

and (7) establishing organizations under the board.



*Location, History, Geology and Exploration Potential*

**

The  Gobi  Gold  project  is  the  culmination  of  a  series  of  regional exploration  programs  undertaken  by the
Exploration  Institute  of  Land  and Resources of Inner Mongolia ("EILR"). EILR carried out a broad program of
stream and  drainage  sampling.  This  program  highlighted  several  areas  with  gold concentrations  some of which
were followed up by mapping,  prospecting and more closely  spaced  geochemical  sampling.  Minco  believes  that
the potential for discovering more extensive, near surface skarn mineralization is good, given the limited  exploration
that has taken place beyond the surficial  oxide zones. An initial  program of detailed ground  magnetic  surveys
combined with geological mapping  was  completed  to  give  better  resolution  of  features  controlling mineralization.



Other prospects identified in the license blocks from regional geochemical surveys have had limited to no follow-up
work. Known mineralization is developed in calcareous sedimentary units and proximal to small felsic intrusions.
Field examination of two prospects visited in 1999 showed features indicative of skarn style mineralization.  The
exploration program for 2000 involved ground magnetic surveys and geological mapping over the two identified skarn
prospects  to establish drill targets. Field- checking remaining geochemical anomalies is also planned. Total
expenditures from inception to December 31, 2000, funded by Minco on the Gobi Gold project were $379,987.



Upon completion of results from this program, the next phase of work, if warranted, will likely involve more detailed
work on the most favorable targets, culminating in drilling.  Results of the 2001 exploration program are not expected
until the fourth quarter 2001.



*Environmental Considerations*

**

The exploration activities proposed for the Gobi Gold project, including potential drill testing of newanomalies, will
result in  little  surface disturbance,  and standard reclamation procedures will be used for areas such as trenches or
drill pads.  Minco does not believe that there will be any potential environmental liability arising from these activities.



*2001 Exploration*

The 2001 program consisted initially of detailed structural mapping, IP and/or TEM surveys and trenching in selected
areas.  Compilation of this data outlined 17 exploration targets in the surveyed area, part of which is sand-covered.

These programs resulted in a substantial gold/copper discovery which was the subject of the Company's October 23,
2001 news release.  Gold values averaging 14.79 grams/tonne gold, 1.0 grams/tonne silver and 1.25% copper were
encountered over a sample length of  9 metres in a 20 meter deep pit excavated at the site of last years discovery. 
Detailed sample results are shown on the adjoining table.  Significantly, the footwall of the gold bearing section
consists of massive sulphides grading 20% copper.  Coincident IP data indicates a large lateral extent to this style of
mineralization making the zone a focus of on-going exploration**.**

*****Significant Drilling Results on Exploration Work 2000 to 2001*

**Sample No**
**Sample Length**
**Au g/t**
**Ag g/t**
**Cu%**X01
0.5 m
9.40
1.52
0.064X02
0.5m
12.0
1.65
0.105X03
0.6m
20.4
2.18
0.121X04
0.8m
26.0
1.72
0.079X05
1.0m
12.0
0.44
0.199X06
0.6m
2.48
0.26
0.249X07
1.0m
5.92
0.15
0.177X08
0.6m
1.88
0.15
0.225X09
0.8m
34.3
2.40
0.092X10
1.0m
22.6
0.94
0.043X11
1.0m
11.6
0.42
0.108X12
0.5m
11.5
30.0
20.1Average
8.9m (total)
14.79 g/t
0.998 g/t
1.25%




A trenching program was conducted over the southwestern extension of the 2000 gold discovery.  All trenches
encountered similar mineralization grading 5.6 grams per tonne gold over 13 metres, 8.7 grams per tonne gold over 14
meters, 3.5 grams per tonne gold over 12 meters, and 4.9 grams per tonne gold over 12 meters.  The trenches were
conducted on the strike extension of the original 20-meter deep discovery pit which returned 14.8 grams per tonne gold
and 1.25% copper over 9 meters true width.

The Zhulazhaga License was one of eight acquired and the most extensively explored because of the initial
success. The remaining seven licenses were examined in 2000 in a regional reconnaissance fashion.  Three license
areas returned positive results in terms of favourable geology, alteration and geochemically anomalous gold values. 
The areas are:  No. 3 (Zhonggashun License), No. 6 (Bayanxibie License) and No. 8 (Shaolataohai License) and two
newly acquired license areas west of No. 5.

*Plans for 2002*

The Gobi Gold project is now an advanced-stage exploration project.  The results achieved from the 2001 exploration
program have outlined three strong anomalous zones.  A phase one drilling program consisting of approximately 10
holes has been scheduled for second quarter 2002, to focus initially on testing of the gold zone discovery at depth and
laterally to the southwest, at a budgeted cost of approximately $300,000.  A second phase drilling program will follow
later in the year if the results from the first phase warrant so.

In addition, the Company plans to continue detailed exploration on the three additional licenses mentioned above,
which had exceptional early stage exploration success in the same geological environment.  ****



**Changba-Lijiagou Property**

****

At this time,  Minco  plans no  further  work  programs  on any of it other properties  including the Changba-Lijiagou
project.  Minco may entertain offers from third  parties  that wish to option or joint  venture the  Changba-Lijiagou

project.  At the present  time,  Minco is not  negotiating  any agreement on the property  and there is no  assurance  that
an offer will be  obtained  that will enhance shareholder value.

****

*****Background*

**

Minco acquired its rights to the Changba-Lijiagou Lead Zinc project located in Ganzu Province,  China,  through the
"Co-operation  Agreement  Regarding the Development  of the Changba  Lijiagou Lead Zinc Deposit"  between Minco
and BNMC signed on November 17, 1997. Under this agreement, which has no expiration date, Minco and BNMC
will form a Chinese  joint  venture  company to explore,  and, if warranted,  develop  and  exploit  the lead and zinc
deposits  of  Changba  and Lijiagou  and  the  joint  area  between  them by  taking  the  project  through development,
to production at a rate of 3,500 tonnes of ore per day. If a joint venture  agreement is entered into,  Minco will
contribute  capital and advance equipment to develop a 3,500 tonne per day  underground  mine for a 75% interest

in the joint  venture.  BNMC  operated the  Changba-Lijiagou  project as a 3,500 tonne per day open pit mine until the
collapse of  underground  workings  forced the downsizing of the operation to 750 tonnes per day.  BNMC will
contribute the mining rights relating to Changba and Lijiagou and net values of total assets at the Changba milling
system for a 25% interest in the joint venture.



Since entering into the agreement,  Minco has  concentrated  its efforts on the Lijiagou  mineralization.  The work
undertaken  to date is of a preliminary nature only. Further third party work and a complete  feasibility study would be

required prior to any production decision. No exploration activities are planned for the  Changba-Lijiagou  project  for
2001 and no joint  venture  has yet been entered  into.  Because of Minco's  focus on the White Silver  Mountain and
Gobi Gold projects,  Minco may entertain offers from third parties who wish to earn a portion of Minco's interest in the
project by further funding it.



*History, Geologic Model and Exploration Potential*

**

BNMC  originally  moved  into the  Changba  area in the  1940's  after  the discovery  of copper in the region.  BNMC
started up  operations  at two copper mines soon  afterwards,  which are now  virtually  depleted.  The search for new

copper reserves in the area lead to the discovery of the Changba,  then Lijiagou zinc/lead mineralization.



The  Changba-Lijiagou  project is located in Ganzu province in northwestern China.  The  project  took its name from
the town of Changba,  a small  regional agricultural/government  center before the arrival of the miners. Changba is
350

kilometers  east of the  provincial  capitol of Ganzu and 400 kilometers by road and rail to Baiyin,  the headquarters
town of BNMC and location of the smelting complex.



Changba and Lijiagou are  Sedimentary  Exhalative (or SedEx) type deposits.  SedEx deposits are characteristically
zoned in a pattern with zinc rich material in the center.  The  Changba-Lijiagou  deposits are zinc rich. They are open
and substantially  untested  to depth,  as well as  laterally  along  trend.  Though exploratory  drilling is needed to
confirm this, the zinc rich nature of the ore and the long trend length  indicate  potential  for further  discoveries  in the

area.  BNMC has  completed  close to 250 surface  drill holes to test Changba to depth and to outline the  Lijiagou
mineralization  and to test the  intervening area at depth.



*Environmental Considerations*

**

All areas of past and present mining  activities are specifically  excluded from the joint  venture.  Should Minco and/or
its partners  decide to put all or part of the  project  into  production,  there would be an  operating  agreement
negotiated  with BNMC. In negotiating  the joint venture  agreement,  Minco will request  that a provision be included
that will  absolve the partners  from any environmental hazards arising from BNMC's mining activities prior to the date
of the joint venture contract to be negotiated and finalized.  The structure of the agreement with BNMC allows Minco
to earn a direct  interest in the mill site and other infrastructure. Should Minco make a positive production decision, it
would need to negotiate an agreement that defines its responsibilities  concerning the ultimate rehabilitation of the mill
site and include those costs in its decision making.



**Other Mineral Interests**

****

(a) 	Minco has entered into a co-operative  joint venture agreement with the Sichuan  Bureau of the Ministry of
Geology and Mineral  Resources on the Chapuzi property which is located in Sichuan Province, China.



Pursuant to the  agreement,  Minco has the right to earn a 51%  interest by spending $5 million on exploration
and development in the Chapuzi gold deposit.  A total of $153,416 has been spent on exploration and  metallurgical
testing as of December 31, 1996.  Minco may earn a 75% interest by placing the Chapuzi gold deposit project into
production.  Minco  discontinued  exploration  work on the property in 1999.



(b) 	Minco  has an  exclusive  right to  negotiate  and  enter  into a joint venture contract with the Xinjiang Bureau
of the Ministry of Geology and Mineral Resources and to invest in certain mineral  properties located in Xinjiang
Uygur Autonomous Region in China. At this time, Minco has no plans to invest in any of the properties.



(c) 	Minco had an interest in Savoyardinskii  gold/antimony property located in the  Savoyardinskii  area  in
Karakuldzinskii  Region,  Osh  Oblast,  Kyrgyz Republic. Minco abandoned the project in 1998.



(d) 	Pursuant to a joint venture agreement, Minco can earn a 55% interest in the Emperor's Delight and Lengkou
properties,  which are  located  in Hebei Province, China, by spending US$4.4 million over a five-year period
beginning in 1996.  Minco discontinued exploration work on the Emperor's Delight property in 1999 and on the
Lengkou property in 1998.



(e) 	The  Crystal  Valley and Stone  Lake  properties  are  located in Hebei Province,  China.  These projects are
subject to the approval of the appropriate Chinese government authorities.



All  Minco's  properties  are  located  in China and fall into two  general groups: the Chapuzi,  West Tian Shan,
Xinjiang,  White Silver Mountain and Gobi Gold  properties  were acquired by direct  negotiations  and agreements
between Minco and the Chinese authorities and the  Changba-Lijiagou,  Emperor's Delight, Lengkou,  Crystal Valley
and Stone Lake  properties  were acquired in connection with the PCR Agreement.



In setting up a joint  venture  to operate a mining  venture in China,  the general  procedure  involves  three  levels of
agreements.  The first  level of agreement is a Letter of Intent or a  Memorandum  of  Understanding,  which sets

forth broad areas of "mutual  co-operative."  The second level of agreement is a more detailed  Co-operative
Agreement which outlines the essential terms of the joint venture which will ultimately be formed. The third level of
agreement is a Joint Venture Contract which sets out the entire agreement among the parties and contemplates  the
establishment  of a "Chinese  Legal Person," a separate legal entity. See Item 4 - "People's  Republic of China -
Background  Information" and "Chinese-Foreign Co-operative Joint Ventures."



To date,  Minco  has not  entered  into a final  agreement  on a  producing property.  Consequently, Minco has not
generated a cash flow from operations. In management's  opinion,  given that the nature of Minco's  business  consists
of mineral  exploration,  development  and the  evaluation of resource  properties, meaningful  financial  information
consists  primarily of Minco's liquidity and solvency.  The  results  of  operations  of an  exploration  company  are
almost entirely  measured  by the extent and quality of the  mineralization  discovered compared with the related costs
of such discoveries.



**Expenditures on Properties for  2001, 2000, 1999**

****

The following table sets forth Minco's expenditures on it properties for the years ended December 31, 2001, 2000 and
1999.

December 31,



2001
      2000
      1999Emperor's Delight
      
      
      $	25,051Inner Mongolia (Gobi Gold)
      $258,288
      $358,645
      49,922White Silver Mountain
      72,562
      87,449
      684,898Total
      $330,850
      $446,094
      $	759,871




**Item 5.  Operating and Financial Review and Prospects**

****

This discussion and analysis of the operating results and the financial position of the Company for the three years
ended December 31, 2001, 2000, and 1999, and should be read in conjunction with the Consolidated Financial
Statements and the related Notes thereto.  During the year 2001, the Company changed its accounting policy to expense
exploration costs when incurred until such time that reserves are proven on a property.  This policy change is not an
indication that the Company has abandoned the property or that the property has no value.



**A.   Operating results**

****

General

The Company is in the exploration stage and had no operating revenue during 2001, 2000 and 1999.  Since the signing
of its first co-operative agreement in China in 1995, Minco has been active in mineral exploration, property evaluation
and acquisition in China and plans to build a portfolio of base metals and precious metals properties in China.  The
Company formed a strategic alliance with Teck Cominco Limited ("Teck Cominco") for mineral exploration and
development in China.  To date, the Company has conducted exploration work on properties located in Sichuan,
Xinjiang, Hebei, Inner Mongolia, and Gansu provinces of China, and investigated or evaluated about 300 Chinese
mineral properties.  The Company has rights to earn interests in three Sino-foreign co-operative joint ventures that have
been established within the Chinese mining industry.





**Results of Operations**

****

**Year ended December 31, 2001, compared to year ended December 31, 2000**

****

During 2001, the Company's activities focused on exploration of the Gobi Gold project in Inner Mongolia and the
White Silver Mountain polymetallic project in Gansu Province,China.

During 2001 gross exploration costs totaled $330,850, of which $258,288 spent on Gobi Gold project and $72,562
spent on White Silver Mountain.  During the fourth quarter, the Company received an expense recovery of $162,015
rom Teck Cominco Limited for equipment rental associated with the White Silver Mountain underground drilling
completed to June 2001.

Legal costs totaled $92,503 compared to $48,255 in 2000.  The increase is associated with the Company's Form 20-F
registration with the United States Securities & Exchange Commission.  Travel costs increased to $35,038 from
$28,892 for the year 2000 due to more frequent visits to the Company's properties.  Total administrative expenses were
$623,600 for 2001 compared to $740,884 in 2000.  During fiscal year 2001, the Company continued its ongoing effort
to reduce expenses and this 17% decrease mainly reflects lower office overhead and investor relations costs, which are
partially offset by increases in legal and travel costs.

During 2001, management fees, administrative salaries and salaries paid to its directors totaled $77,757 compared to
$86,263 in 2000.  In addition, the Company incurred exploration expenses of $72,648 to its directors or corporations
controlled by them, compared to paid expenses of $59,577 for the same period of year 2000.



Net loss from operations for 2001 was $715,412 or $0.04 per share compared to $1,070,773 or $0.07 per share in
2000.



*United States GAAP Reconciliation*

**

For the year ended December 31, 2001, the Company had a loss of $915,264 or $0.07 per share calculated under U.S.
GAAP compared to a net loss of $715,412 or $0.04 per share calculated under Canadian GAAP.  The difference in
calculation of loss is attributed to the release of escrow shares which is recorded as compensation of $199,852 under
U.S. GAAP.****

****

**Year ended December 31, 2000, compared to year ended December 31, 1999**

****

Total administrative expenses were $740,884 for fiscal year 2000 compared to $954,713 for fiscal year 1999.  During
fiscal year 2000, expenses decreased in almost all administrative categories including advertising by $17,557,
consulting fees by $19,984, promotion and government relations by $55,834, and rent by $30,502.  These decreases
were offset, in part, by the increase in legal fees by $23,005 related to the Company's Annual Report and registering its
common shares with the SEC.



During 2000, mineral property expenditures were $446,094 of which $87,449 was spent on White Silver Mountain and
$358,645 was spent on the Gobi Gold project, compared to 1999 mineral property expenditures of  $759,871.



Net loss from operations for 2000 was $1,070,773 or $0.07 per share compared to $1,686,891 or $0.10 per share in
1999.



*United States GAAP Reconciliation*

**

For the year ended December 31, 2000, the Company had a loss of $1,070,773 or $0.08 per share calculated under U.S.
GAAP compared to a net loss of $1,070,773 or $0.07 per share calculated under Canadian GAAP.



**Exchange Rates**

****

The Company maintains its accounting records in functional currency Canadian dollar.  The Company translates
foreign currency transactions into functional currency in the following manner:  At the transaction date, each asset,
liability, revenue and expense is translated into Canadian dollars at the exchange rate in effect on that date.   At each
period end, all monetary assets and liabilities are translated into the functional currency by using the exchange rate in
effect at that date.  The resulting foreign exchange gains and losses are included in the Consolidated Statements of
Operation and Deficit.



The Company pays for its expenses related to its Chinese joint ventures in Canadian dollars which are then converted
into Chinese dollars or Renminbi.  Based on prior years' experience, Minco does not believe that foreign currency
fluctuations have had a material impact on its financial condition.  However, no assurance can be given that material
foreign currency fluctuations will not occur in the future.  The Company does not engage in foreign currency hedging
transaction.



**Inflation**

****

Based on prior history for at least the two fiscal years, the Company does not believe that inflation will have a material
adverse effect on its financial condition.  However, no assurance can be given that Minco will not experience a
substantial increase in inflation.



**B.   Liquidity and Capital Resources**

****

Currently, none of the Company's projects are producing revenues.  To provide working capital for its operations and
project development, the Company plans to raise additional funds within twelve months.  Traditionally, the Company
has raised capital through the issuance of common shares.  It is contemplated that it will continue to raise capital
primarily through investors consisting of resource investment groups, senior mining companies, and public financing
through the facilities of the Toronto Stock Exchange.  No assurance, however, can be given that the Company's future
capital requirements can be obtained.  The Company's access to capital is always dependent upon future financial
market conditions, especially those pertaining to venture capital situations such as mining exploration companies.



At December 31, 2001, the Company had working capital of $489,123.  No options or warrants were exercised during
2001.  During the period of 1999 to 2000, capital additions totaled $111,100 through the exercise of warrants.



The Company anticipates that it will pay for its administrative and exploration costs for 2002 from its current working
capital and from the completion of the private placement announced on March 21, 2002.  The Company plans to raise
additional funds later in the year to assist with the further development of its exploration projects and anticipated
working capital expenditures during for the next two to three years.



The particulars of all capital raising transactions since 1998 are detailed as below.  Proceeds of these financings have
been used for exploration and for development expenditures  (only when and if warranted) in connection with Minco's
mineral projects located in China, for working capital and for acquisition of additional projects.



1.	On July 10, 1998, Minco completed a private placement of 375,000 common shares to Teck Corporation at a
price of $2.00 per share.  Proceeds of this placement were expended entirely on the White Silver Mountain Project.
The placement also included warrants to purchase 125,000 common shares at a price of $2.00 per share for one year
and a further 125,000 common shares at a price of $3.45 per share for two years.



2.	Financing in 1999 included the exercise by Teck of 125,000 warrants to purchase shares at $1.60 as part of its
exercise of its option to become a joint venture partner and operator of the White Silver Mountain project.  Teck had
the right but not the obligation to acquire an additional 125,000 shares at $3.45 until July 9, 2000, and did not acquire
the additional common shares.  Additionally, the Company undertook private placements of 250,000 common shares at
$0.85 per share and 150,000 common shares at $1.00 per share.



3.	During fiscal year 2000, Arbora Portfolio Management exercised warrants to acquire 110,000 common shares
at $1.01 per share representing gross proceeds of $111,100.



*Subsequent Event*

**

On March 21, 2002, the Company announced a private placement financing of C$550,000.00, which is subject to
regulatory approvals.  The private placement is expected to close by the end of May 2002 and will consist of 2,200,000
shares, at a price of C$0.25 per share.  If concluded, the proceeds of the transaction will be used for general working
capital purposes.  The shares to be issued will be subject to a hold period of one year from the date of closing of the
private placement.







**Item 6. Directors, Senior Management and Employees**

****

**A.   Directors and Senior Management**

****

The following table sets forth all current directors and executive officers of Minco as of May 13, 2001, with each
position and office held by them in Minco, their terms of office and the period of service as such. Each director's term
of office expires at the next annual general meeting of shareholders to be held June 2002.



|****

**************Name and Present****Office Held**       | ******************Director Since** | Number of Shares**Beneficially Owned,****Directly or Indirectly,****or Over Which****Control Or Direction****is Exercised** | Principal Occupation**and if Not at Present****an Elected Director,
Occupation During****the Past Five (5)****Years**
|----------------------------------------------------------- | ---------------------------------- | --------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------
|Ken Cai, Ph.D.President, ChiefExecutive Officer andDirector | February 1996                      | 6,622,000(1)                                                                                                                | Geologist                                                                                                            
|William MeyerChairman and Director                          | July 13, 1999                      | 514,000(2)                                                                                                                  | Professional Engineer                                                                                                
|Robert M. CallanderDirector                                 | August 1996                        | 200,000 (3)                                                                                                                 | Vice President,Caldwell Securities Ltd.                                                                              
|Hans WickDirector                                           | March 1997                         | 200,000 (4)                                                                                                                 | Financial Advisor                                                                                                    





(1) 	Includes 5,917,500 common shares held by Pacific Canada Resources, a private company, of which Dr. Ken Cai has more
than a 10% interest.  Also includes 704,500 common shares subject to stock options.  Excludes 100,000 common shares which have
been subscribed for by Dr. Ken Cai but which have not yet been issued as at the date hereof.



(2) 	Includes 14,000 common shares held by Mr. Meyer and 500,000 common shares subject to stock options.  Excludes
100,000 common shares which have been subscribed for by Mr. Meyer but which have not yet been issued as at the date hereof.



(3) 	Represents common shares subject to stock options.



(4)	Represents common shares subject to stock options.





**Positions currently held by the Company's directors and officers other than with Minco Mining & Metals
Corportion.**



**Name**
      **Positions Held**Ken Cai
      Director, Chineseworldnet.comDirector, Dragon Pharmaceutical Inc.Director & Chief Executive Officer, Tranzcom Security Networks Inc.Director, Aquasol Environtech Ltd.President & Director, Kaisun Investment & DevelopmentPresident & Director, Pacific Canada Resources Inc.William Meyer
      Director, Silver Standard Resources Inc.Director, Gerle Gold Ltd.Director, Cantech Ventures Inc.Director, Trans American Industries Inc.Robert Callander
      Director, Urbana CorporationDirector, Pacific Canada Resources Inc.Director, Environwaste Technologies Inc.Director, Member Savings Credit UnionDirector, Intraconnect Inc.Hans Wick		Principal,
      Arbora AG




The business background and principal occupations of Minco's officers and directors for the preceding five years are as
follows:



**Ken Z. Cai  -**Dr. Cai has served as president, chief executive officer and a director of the Company since February
29, 1996.  Dr. Cai devotes approximately 30% of his time to Minco's business.  Dr. Cai is also Chief Executive Officer
and a director of Tranzcom Security Networks Inc., a Vancouver, British Columbia based company listed on the TSX
(formerly CDNX).  Dr. Cai holds a Ph.D. in mineral economics from Queens University in Kingston, Ontario, Canada.
Dr. Cai, a Chinese national now living in Canada, has 15 years of experience in mineral exploration, project evaluation,
corporate financing and company management.  Dr. Cai has been responsible for negotiating the property agreements
in China through his contacts in the Chinese mining communities.  This has allowed Minco to access data on a large
number of projects throughout China.  Dr. Cai has served as a director of several publicly-traded and private Canadian
and Chinese companies.  In addition, Dr. Cai is a director of Dragon Pharmaceutical, Inc., a company whose shares of
common stock are registered under the Securities Exchange Act of 1934.



**William Meyer**  -  Mr. Meyer as served as a director of the Company since July 16, 1999 and appointed Chairman on
November 1, 1999.  Mr. Meyer devotes approximately 80% of his time to Minco's business.  Mr. Meyer graduated
from the University of British Columbia in 1962 with a B.Sc. in Geology.  After graduation, he was employed as an
exploration geologist with Phelps Dodge Corporation of Canada and, later, as senior geologist with Gibralter Mines
Ltd. In 1967, he joined the consulting firm of Western Geological Services as a partner and in 1975 formed his own
consulting firm, W. Meyer and Associates.  Mr. Meyer joined Teck Exploration Ltd., the wholly owned exploration
subsidiary of Teck Corporation, in 1979 as Exploration Manager for Western Canada and the United States.  In 1991,
he was appointed President of Teck Exploration Ltd., responsible for the direction of exploration activities for Teck
Corporation and its associated companies worldwide.  From November 1993 to April 1998, Mr. Meyer held the
position of Vice-President, Exploration with Teck Corporation (now Teck Cominco Ltd.).  Mr. Meyer is a member of
the Association of professional Engineers of British Columbia, the Canadian Institute of Mining & Metallurgy, the
Society of Exploration Geophysisists, the Prospectors & Developers Association of Canada and the British Columbia
& Yukon Chamber of Mines.



**Robert  Callander**  -  Mr. Callander has been a director since August 1996. He holds an MBA from York University,
Toronto, Ontario,  Canada, as well as a CFA from the Institute for Investment Management, Charlotte, Virginia. Mr.
Callander has worked for Caldwell  Securities  Ltd.  since 1992 and currently  serves as a Vice-President  with that
firm. Prior to his engagement with Caldwell Securities Ltd., Mr. Callander served as a corporate finance analyst with
Nesbitt Burns. He has worked in the investment industry for 25 years.



**Hans J.  Wick**  -  Mr. Wick has been a director  since  March  1997.  He is a resident of Zurich,  Switzerland.  For the
past six years, Mr. Wick has been an independent portfolio manager.



**B.   Compensation**

****

The aggregate direct or indirect remuneration paid to the directors and officers of the Company, as a group during the
fiscal year ended December 31, 2001, 2000 and 1999 for service to the Company in all capacities, was $110,300.
Certain information about payments to Minco's executive officers is set out in the following table:





**Executive Compensation**

**Summary Compensation Table**

**All Other**

**Name and   	Shares Under   	Compensation**

**Principal Position   	Year   	Salary   	Bonus   	Other   	Option    	(S)**



|Ken Cai                        | 2001 | Nil | Nil | $110,900 (1) | 704,500 | Nil
|------------------------------ | ---- | --- | --- | ------------ | ------- | ---
|President, Chief               | 2000 | Nil | Nil | $110,300 (1) | 371,000 | Nil
|Executive Officer and Director | 1999 | Nil | Nil | $121,276 (1) | 371,000 | Nil



(1)  Consulting fees paid and amounts paid as a travel allowance.



**C.   Board Practices**

****

The current directors of the board were elected to their position at the annual meeting of shareholders held on June 28,
2001.  Each director will continue to serve as such until the next meeting of the shareholders to be held on June 25,
2002.  The officers of the Company are elected by the board and serve at the board's pleasure.  Directors are elected
annually at the Annual General Meeting of shareholders, whereas officers' appointments are approved by the Board of
Directors and terminate upon resignation or termination by the Board.



The Company has no contract with any of its officers or directors that provide for payments upon termination.



The Company has an Audit Committee consisting of Messrs. William Meyer, Robert Callander and Hans Wick.  The
roles and responsibilities of the Audit Committee have been specifically defined and include responsibility for
overseeing management reporting on internal control.  The Audit Committee has direct communication with the
external auditors.



**D.   Employees**



Excluding directors and senior executive officers, the Company has five full-time employees and four part-time
employees or consultants located in Vancouver, British Columbia, Canada, with three employees located in China.



**E.   Share Ownership**

****

During the fiscal year ended December 31, 2001, no amounts were set aside or accrued by Minco or its subsidiaries
during  such year to provide pension,  retirement  or similar  benefits for  directors and officers of Minco, pursuant  to
any  existing  plan  provided or contributed  to by Minco or its subsidiaries.



During 2001, a total of 1,686,400 options were granted to directors, officers and employees of the Company and
50,000 options expired.  As of December 31, 2001 stock options totaled 2,637,000.  There were no options granted
during the year ended December 31, 2000 and stock options totaled 1,000,600 for year ended December 31, 2000.



In February 2002 an additional 180,000 stock options were granted to new and existing employees.  As at May 15,
2002, a total of 2,802,000 stock options are outstanding.



The following table sets forth, as of May 13, 2002, stock options held by the Company's directors, officers and
employees.  All outstanding stock options are to purchase common shares of the Company; there are no options to
purchase shares of any other class of security.  Common shares owned by directors has been outlined in Item 6, A
"Directors and Senior Management".     ****



**Stock Options Outstanding**

****

**Exercise**

**Name**
      **Options**
      **Price**
      **From**
      **To**Ken Cai
      321,500
      $0.55	(1)
      March 5, 1996
      March 5, 200649,500
      $0.55	(1)
      June 20, 1997
      June 20, 2007371,000
      $0.20
      November 28, 2001
      November 27, 2006Wayne Spilsbury
      185,000
      $0.55	(1)
      March 5, 1996
      March 5, 2006Robert Callander
      97,300
      $0.55	(1)
      October 8, 1996
      October 8, 2006102,700
      $0.20
      November 28, 2001
      November 27, 2006Hans Wick
      97,300
      $0.55	(1)
      March 6, 1997
      March 6, 2007102,700
      $0.20
      November 28, 2001
      November 27, 2006William Meyer
      150,000
      $0.55	(1)
      July 16, 1999
      July 16, 2006100,000
      $0.55	(1)
      December 2, 1999
      December 2, 2006250,000
      $0.20
      November 28, 2001
      November 27, 2006Ruijin Jiang
      100,000
      $0.55
      January 2, 2001
      January 2, 2006100,000
      $0.20
      November 28, 2001
      November 27, 2006Anna Liu
      75,000
      $0.55
      January 2, 2001
      January 2, 2006100,000
      $0.20
      November 28, 2001
      November 27, 2006Guirong Xie
      60,000
      $0.55
      January 2, 2001
      January 2, 200660,000
      $0.20
      November 28, 2001
      November 27, 2006Wilma Gao
      20,000
      $0.55
      January 2, 2001
      January 2, 200630,000
      $0.25
      February 6, 2002
      February 5, 2005Karyn Bachert
      100,000
      $0.20
      November 28, 2001
      November 27, 2006Joe Tai
      180,000
      $0.20
      November 28, 2001
      November 27, 2006Stephen Kubota
      100,000
      $0.25
      February 6, 2002
      February 5, 2005Matthew Kavanagh
      30,000
      $0.25
      February 6, 2002
      February 5, 2005Maggie Wang
      20,000
      40.25
      February 6, 2002
      February 5, 2005






**Total Option Outstanding   
2,802,000**



(1) 	The Company received shareholder approval to repriced these stock option to $0.55 from $1.41 at the annual general
meeting held on June 28, 2001.





**Item 7.  Major Shareholders and Related Party Transactions**

****

**A.   Major shareholders**

****

As of  May 13, 2002, Minco believes that  approximately  583,320 of the issued and outstanding common shares were
held by 19 registered shareholders with addresses in the United States.



To the best of the Company's knowledge, and except as disclosed herein, Minco is not directly or indirectly owned or
controlled by another corporation(s) or by any foreign government.  As disclosed below, Pacific Canada Resources
Inc., a private company controlled by a director and a former director of Minco, as at May 13, 2002, owned
approximately 36% of the  issued and  outstanding  shares of the Company's common shares.



The following table sets forth, as of May 13, 2001, information with respect to (i) any person who is known to the
Company to be the owner of more than 10% of any class of Minco's  outstanding voting securities and (ii) the total
amount of any class of the Company's voting securities owned by the officers and directors as a group.



**Title of Class**
      **Identity of Holder**
      **Amount Owned**
      **Percent of Class**Common Shares
      Teck Cominco Limited (1)
      1,875,000(2)
      11.45%Common Shares
      Pacific Canada Resources Inc.
      5,917,500 (3)
      36.13%Common Shares
      Dr. Ken Cai
      6,622,000(4)
      40.43%Common Shares
      All officers and
      7,536,000 	(5)
      46.01%directors as a group(four persons)


(1)  	Teck Cominco Limited has a right of first refusal to purchase common shares of Minco in any future
offerings so as to maintain its percentage of share ownership in the Company.



(2)  	Includes 1,250,000 shares owned by Teck Corporation and 625,000 common shares owned by
Cominco Ltd. which are controlled by Teck Cominco Limited.



(3)  	Includes 2,991,322 common shares held in escrow.  Dr. Ken Cai beneficially owns more than 10% of
Pacific Canada Resources, Inc.  See also note (4) below.



(4)  	Dr. Ken Cai, a director and officer of Minco, beneficially owns more than 10% of Pacific Canada
Resources Inc., a private company.  Also includes options to purchase 704,500 common shares.



(5) 	Includes Dr. Ken Cai's beneficial interest in shares owned by Pacific Canada Resources, Inc.



**Performance Shares or Escrow Securities**



As at May 13, 2002, there were a total of 2,991,322 common shares of Minco held at Computershare Trust Company
of Canada, 510 Burrard Street, Vancouver, British Columbia, subject to escrow share restrictions under an Escrow
Agreement dated February 19, 1996 (the "1996 Escrow  Agreement").  As of March 31, 2001, the escrow shares
represent approximately 18.26% of the total issued and outstanding shares of the Company.



**Table Of Escrow Shares**



**Pacific Canada**
      **Peter P.**
      **Hans**
      **Fotios**
      **Petros S. E.**
      **Colin****Resources Inc.**
      **Tsaparas**
      **Wick**
      **Kandianis**
      **Tsaparas**
      **McAleenan**
      **Total**Balance,December 31, 1996
      4,880,000
      262,500
      90,000
      60,000
      60,000
      90,000
      5,442,500Released at $1.20 per share,June 1998
      949,561
      131,250
      45,000
      30,000
      30,000
      45,000
      1,230,811Released at $1.50 per share,August 1999
      508,736
      65,625
      22,500
      15,000
      15,000
      22,500
      649,361Released at $0.97 per share,March 2001
      430,381
      65,625
      22,500
      15,000
      15,000
      22,500
      571,006Balance,April 26, 2002
      2,991,322
      -0-
      -0-
      -0-
      -0-
      -0-
      2,991,322


The escrow shares may be released upon the following conditions:





1. 	One escrow share for each  $0.97 in the value of the interests in the mineral properties acquired by the
Company from PCR pursuant to the PCR Agreement  (the  "PCR Properties"), based on a valuation report to be
prepared by a qualified independent consultant, less any expenditures required to be made by the Company, pursuant to
the PCR Agreement or otherwise, in order to earn its interests in the PCR Properties  (provided that all required
Chinese governmental approvals in order to perfect the interests to be acquired by the Company  hereunder  have been
obtained for each of the PCR Properties that are the subject of the valuation report);



2. 	One escrow share for each $0.97 in the value of the interest in any new mineral properties acquired by the
Company pursuant to the PCR Agreement or the TCIP Agreements  ("New Projects"), such value to be determined on
the same basis and subject to the same provisions as described in note 1 above.



3. 	One escrow share for every $1.81 expended by the Company, PCR, Teck Cominco, Temco or any other third
party expending monies on exploration and development of the PCR Properties or of any New Projects, exclusive of
general and administrative expenses, determined in accordance with the provisions applicable to natural resources
issuers under Local Policy Statement #3-07of the British Columbia Securities Commission; and



4.  	One escrow share for every $0.97 in cumulative cash flow from the operations of the Company on the PCR
Properties and any New Projects and as determined in accordance with generally accepted accounting principles,
provided that each PCR Property and each New Project will be considered separately without taking into account any
negative cash flow that may exist in any other PCR Property or New Project.



Generally, requests for escrow release are made as a matter of course once per year accompanied by the audited
financial statements for the previous year showing verifiable expenditures on mineral properties or cash flow from
those properties.  Upon review and approval of the statements, the Regulatory Authorities approve the release of the
escrow shares in a quantity that matches the actual spending or cash flow divided by the "exploration spending per
share" or "cash flow per share."  If all the escrow shares are not released to PCR within ten years of issuance, all
unreleased escrow shares shall be forfeited by PCR and canceled.  The foregoing escrow shares are held subject to the
direction and determination of the Regulatory Authorities.



**B.   Related party transaction**

****

As a result of the PCR acquisition, the Company entered into a consulting agreement dated June 25, 1996, with Kaisun
Group Canada, Inc., now called Kaisun Investment & Development Corporation, ("Kaisun Investment"), a private
company controlled by Dr. Ken Cai, the Company's current President and Chief Executive Officer, under the terms of
which such company receives $8,333 per month in exchange for Dr. Cai serving as President and Chief Executive
officer and providing consulting, management and supervision services in connection with the development of overall
corporate strategy.  In addition, Kaisun Investment receives expenses of $100 a day while Mr. Cai is in China.  The
consulting agreement has a three-year term and was renewed for an additional three years effective June 25, 1999.



During the years ended December 31, 2001, 2000 and 1999, the Company paid Kaisun Investment, a total of $110,900,
$110,300 and $111,500 respectively, for management services, property investigation, geological consulting.  Kaisun
Investment is a company controlled by Dr. Ken Cai a director and officer of the Company.  The amounts paid to
Kaisun Investment include a management fee of $8,333 per month discussed in the preceding paragraph.



None of the directors or senior officers of the Company and no associates or affiliates of any of them, is or has been
indebted to the Company or its subsidiaries at any time during the year ended December 31, 2001.  However, the
Company has entered into a Loan Agreement with its president, Mr. Ken Cai, dated as of October 8, 1997 (the "Loan
Agreement").  Pursuant to the Loan Agreement, the Company has agreed to advance to Mr. Cai up to $225,000 as a
loan in order to assist Mr. Cai in moving from Toronto to Vancouver and purchasing a residence in either Vancouver
or Beijing.  The loan will be fully secured and repaid by Mr. Cai upon the occurrence of certain stated events as
described in the Loan Agreement.  The Loan Agreement remains in full force and effect; however, Mr. Cai has not yet
exercised his right under the terms of the Loan Agreement.



Minco believes that the consulting agreement with Kaisun Investment and Loan Agreement with Mr. Cai are on terms
as favorable as could be obtained from an unaffiliated third party.  Other than the previously disclosed agreements with
Teck Cominco Limited, Minco has not entered into any other transactions with Teck Cominco.







**Item 8.  Financial Statements**

****

**A.   Consolidated Statements and Other Financial Information**

****

The following financial statements of Minco are attached to this Annual Report:



1.	Auditors' Report.



2.	Consolidated Balance Sheets at December 31, 2001 and 2000.



3.	Consolidated Statements of Operations and Deficit for the years ended December 31, 2001, 2000 and 1999.



4.	Consolidated Statements of Cash Flows for the years ended December 31, 2001, 2000 and 1999.



5.	Notes to Consolidated Financial Statements



**Dividend policy**

****

The Company has never paid dividends and does not intend to pay any dividends in the near future.





**Item 9.  The Offering and Listing**



Since February 24, 1998, the Company's common shares have been listed on the Toronto Stock Exchange.  Previously,
Minco's common shares were dual listed on the TSX now known as the TSX Venture Exchange (formerly the
Vancouver Stock Exchange) and Toronto Stock Exchange.  On January 29, 1999, the Company voluntary delisted its
common shares from the CDNX.  The Board of Directors of the Company deemed a continued listing on both
exchanges as an unnecessary requirement both from a financial and management perspective.



The Company's common shares are not currently trading on any United States stock exchange or in the over-the-
counter market, and accordingly, there is currently no public market for the common shares of the Company in the
United States.  The Company intends to have its common shares quoted on the NASD - OTC Bulletin Board
("OTCBB").  However, no assurance can be given that the Company's common shares will qualify to be quoted on the
OTCBB, nor that a market will develop if the Company's common shares are quoted on the OTCBB.



The following tables set forth the reported high and low prices for the Company's common shares as traded on the
Toronto Stock Exchange:  (a) the five most recent fiscal years; (b) each quarterly period for the past two fiscal years
and for the first quarter of  2002; and (c) each  month for the past six months.



High and low price for the five most recent fiscal years.



**Years Ended**
      **High**
      **Low**December 31, 2001
      $0.49
      $0.20December 31, 2000
      $1.88
      $0.30December 31, 1999
      $2.50
      $0.95December 31, 1998
      $2.00
      $2.40December 31, 1997
      $3.15
      $1.00


High and low prices for each quarterly period for the past two fiscal years ended December 31, 2001 and 2000.



**Year and Quarter**
      **High**
      **Low***2002*Second quarter up to May 13, 2000
      $0.50
      $0.27First quarter ended March 31, 2002
      $0.49
      $0.20








**Year and Quarter**
      **High**
      **Low***2001*First quarter ended March 31
      $0.65
      $0.31Second quarter ended June 30
      $0.45
      $0.20Third quarter ended September 30
      $0.36
      $0.11Fourth quarter ended December 31
      $0.30
      $0.13


****

*2000*March 31, 2000
      $1.88
      $1.35June 30, 2000
      $1.35
      $0.70September 30, 2000
      $0.80
      $0.40December 31, 2000
      $0.70
      $0.30


The following table set forth the high and low prices of the Company's common shares for the past six months.



Month
      High
      LowMay 2002
      $0.50
      $0.40(to May 13, 2002)April 2002
      $0.48
      $0.27March 2002
      $0.36
      $0.32February 2002
      $0.30
      $0.22January 2002
      $0.30
      $0.22December 2001
      $0.30
      $0.20




**Item 10.  Additional Information**

****

**A.   Share capital**

****

Minco has 100,000,000 common shares authorized, without par value, of which 16,380,123 shares were issued and
outstanding as of May 15, 2002.



Each of the common shares has equal dividend, liquidation and voting rights.  Voters of the common shares are entitled
to one vote per share on all matters that may be brought before them.  Holders of the common shares are entitled to
receive dividends when declared by the Board of Directors from funds legally available therefor.  The common shares
are not redeemable, have no conversion rights and carry no pre-emptive or other rights to subscribe for additional
shares.  The outstanding common shares are fully paid and non-assessable.



Of the Company's common shares outstanding, 2,991,322 are held in escrow, subject to release or cancellation upon
certain conditions.  See Item 7 - "Major Shareholders and Related Party Transactions", section "Performance Shares or
Escrow Securities."



The transfer agent and registrar for the common shares is Computershare Trust Company of Canada, 510 Burrard
Street, Vancouver, British Columbia, Canada V6C 3B9.



The following table sets forth a history of the share capital for the Company for the last three years, and through May
15, 2002.



**Balance    Issuance   
Common Shares**



Balance, December    31, 1997   
15,370,123

Private placement of common shares to Teck Corporation    375,000



Balance, December 31, 1998        
15,745,123

Private placement of common shares    250,000

Private placement of common shares    150,000

Exercise of warrants    125,000



Balance, December 31, 1999       
16,270,123

Exercise of warrants    110,000



Balance, December 31, 2000       
16,380,123



Balance, December 31, 2001       
16,380,123



**B.   Memorandum and articles of association**

****

On July 8, 1996, Minco adopted revised Articles of Minco Mining & Metals Corporation under the Province of British
Columbia Company Act.



*Common Shares*

**

All issued and outstanding common shares are fully paid and non-assessable.  Each holder of record of common shares
is entitled to one vote for each common share so held on all matters requiring a vote of the shareholders, including the
election of directors.  The holders of common shares will be entitled to dividends on a pro-rata basis, if and when as
declared  by the board of directors.  There are no preferences, conversion rights, preemptive rights, subscription rights,
or restrictions or transfers attached to the common shares.  In the event of liquidation, dissolution, or winding up of the
Company,  the holders of common shares are entitled to participate in the assets of the Company available for
distribution  after satisfaction of  the claims of creditors.



*Powers and Duties of Directors*

**

The directors shall manage or supervise the management of the affairs and business of the Company and shall have
authority to exercise all such powers of the Company as are not, by the *Company Act* or by the Memorandum or the
Article, required to be exercised by the Company in a general meeting.



The directors will serve as such until the next annual meeting.  In general, a director who is, in any way, directly or
indirectly interested in an existing or proposed contract or transaction with the Company whereby a duty or interest
might be created to conflict with his duty or interest as a director, shall declare the nature and extent of his interest in
such contract or transaction or the conflict or potential conflict with his duty and interest as a director.  Such director
shall not vote in respect of any such contract or transaction with the Company in which he is interested and if he shall
do so, his vote shall note be counted, but he shall be counted in the quorum present at the meeting at which such vote is
taken.  However, notwithstanding the foregoing, directors shall have the right to vote on determining the remuneration
of the directors.



The directors may from time to time on behalf of the Company:  (a) borrow money in such manner and amount from
such sources and upon such terms and conditions as they think fit; (b) issue bonds, debentures and other debt
obligations; or (c) mortgage, charge or give other security on the whole or any part of the property and assets of the
Company.



The majority of the directors of the Company must be persons ordinarily resident in Canada and one director of the
Company must be ordinarily resident in British Columbia, Canada.  There is no age limitation, or minimum share
ownership, for the Company directors.



*Shareholders*

**

An annual general meeting shall be held once in every calendar year at such time and place as may be determined by
the directors.  A quorum at an annual general meeting and special meeting shall be two shareholders or one or more
proxy holder representing two shareholders, or one shareholder and a proxy holder representing another shareholder.
There is no limitation imposed by the laws of Canada or by the charter or other constituent documents of the Company
on the right of a non-resident to hold or vote the common shares, other than as provided in the Investment Canada Act,
(the  "Investment Act") discussed below under Item 10 - "Additional Information", section D - "Exchange Controls."



In accordance with British Columbia law, directors shall be elected by an "ordinary resolution" which means (a) a
resolution passed by the shareholders of the Company at the annual general meeting by a simple majority of the votes
cast in person or by proxy, or (b) a resolution that has been submitted to the shareholders of the Company who would
have been entitled to vote on it in person or by proxy at a general meeting of the Company and that has been consented
to in writing by such shareholders of the Company holding  shares  carrying not less than 3/4 of the votes entitled to be
cast on it.



Under British Columbia law certain items such as an amendment to the Company's articles or entering into a merger,
requires approval by a special resolution which shall mean:  (a) a resolution passed by a majority of not less than 3/4 of
the votes cast by the shareholders of the Company who, being entitled to do so, vote in person or by proxy at a general
meeting of the Company;  (b) a resolution consented to in writing by every shareholder of the Company who would
have been entitled to vote in person or by proxy at a general meeting of the Company, and a resolution so consented to
is deemed to be a special  resolution  passed at a general meeting of the Company.



**C.   Material Contracts**



1. 	Assignment of Contracts and Share Purchase Agreement between Minco and Pacific Canada Resources Inc.
("PCR") dated February 19, 1996, assigning all of PCR's direct and indirect exploration and development rights to
properties located in China to the Company in exchange for 7,280,000 common shares of the Company and the
assumption of PCR's liabilities to third parties.



2. 	Investment and Participation Agreement between PCR, Teck Corporation and Cominco dated February 19,
1996. Under the agreement, PCR granted Teck and Cominco a right to participate in direct and indirect interests in
mineral properties acquired by PCR in consideration of an investment in PCR.  Investment and Participation
Agreement dated February 20, 1996, between Minco, Teck Corporation and Cominco Ltd. granting Teck Corporation
and Cominco Ltd. an investment in Minco Mining & Metal and certain rights to properties that may be developed by
Minco.  The February 19, 1996 and February 20, 1996, are collectively referred to the "Teck-Cominco Agreements."



Pursuant to the terms of the Teck-Cominco Agreements, Teck and Cominco received "earn-in rights" as to the
Non-Chinese Interest in any two mineral property rights acquired by Minco in China after the date of the Teck-Cominco Agreements until March 1, 2004.  The Non-Chinese Interest with respect to a property represents the direct
or indirect interest in a property that is available for a non-Chinese entity or a foreigner to acquire under Chinese Law.



The earn-in rights provide that upon Minco procuring a base or precious metal project, and after preliminary
work by Minco, Teck and Cominco shall first determine whether such project is to be governed by the Teck-Cominco
Agreements.  If they determine that it is to be so governed, Teck and Cominco shall hold earn-in rights in respect to
such project.  If Teck and Cominco determine that the project is not to be governed by the Teck-Cominco Agreements,
Minco shall  thereafter  have the right to elect whether or not to have the project assigned to it at cost.



If Teck and Cominco determine that a base or precious metal project is to be governed by the Teck-Cominco
Agreements,  their earn-in rights shall be exercisable  in one of two  ways,  depending  on  whether  the  project  is
determined to be a  "development  property" or an  "exploration  property", which determination is made solely by
Teck and Cominco. If determined to be a development property, Teck and Cominco shall have the right to acquire 70%
of the  Non-Chinese Interest  in such  property  and to  become the operator  of the  project by  completing,  at their
sole cost, any further  project  work and the final  feasibility  report on the  project.  Teck and Cominco must then
arrange for 70% of the costs required to be provided by the non-Chinese parties to place the property into commercial
production.   Upon completion of all of the foregoing, Teck and Cominco shall be deemed to have exercised their earn-in rights in respect to the development project.  Minco must contribute 30% of the costs  required  after  the completion
of the feasibility study.



If the project is determined to be an exploration property, Teck and Cominco shall have the right, upon completion
of a preliminary feasibility study by Minco, to acquire 51% of the Non-Chinese Interest in such exploration
property and to become the operator of programs on the property.  To earn this 51% interest, Teck and Cominco
must fund the final feasibility study on the project and arrange for all financing required to be provided by the non-Chinese parties to place the property into commercial production, as determined in the feasibility study.  Upon
completion of all of the foregoing, Teck and Cominco shall be deemed to have exercised their earn-in rights in
respect to the exploration project.



Each property for which Teck or Cominco have exercised an earn-in right shall be governed by its own
separate joint venture agreement which will include a provision that if Minco's interest is diluted to 10% or less, such
interest will be converted to a 1% net smelter return royalty.  The agreements further provide that Cominco (in the case
of a base metal property) or Teck (in the case of a precious metal property) shall be the designated operator of the
property on behalf of the joint venture, which shall be formed to exploit any such property.



The Teck-Cominco Agreements contain provisions under which Teck and Cominco agree, subject to certain
limitations, not to increase their collective share holdings in Minco beyond 20% of the common shares, nor to reduce
them beyond 50% of their initial ownership, which limitations expire upon certain changes in control of Minco.  Teck
and Cominco have a right of first refusal to purchase common shares of Minco in any future offerings, so as to
maintain their percentage ownership in Minco.



After Teck and Cominco have exercised their earn-in rights in an aggregate of two projects procured by
Minco, Teck and Cominco shall have further preferential rights of first refusal in respect to further properties identified
by Minco for a period of three years after the exercise of their earn-in rights.  These preferential rights of purchase will
apply only in circumstances where Minco, if Minco has elected to acquire a project identified by PCR, intend to offer
an interest to their parties or have received an offer to purchase, earn or acquire an interest in such properties from
third parties.Minco is required to notify Teck and Cominco of its intent to sell an interest in such a project to a third
party, and provide Teck and Cominco all information which Minco possesses with respect to the  project as well as the
terms of the  proposed sale, and Teck and Cominco may, within thirty days,  purchase such interest on the terms which
Minco had proposed to accept from a third party.



The rights of Teck and Cominco under the Teck-Cominco Agreements shall only apply to projects secured by
Minco on or before March 1, 2004.



3. 	Escrow Agreement dated February 19, 1996, between Minco, Computershare Trust Company of Canada and
Pacific Canada Resources Inc. describing the condition under which certain outstanding Minco common shares may be
released.   The escrow shares may be released upon the following conditions.



a)	One escrow share for each $0.97 in the value of the interests in the mineral properties acquired by the
Company from PCR pursuant to the PCR Agreement (the "PCR Properties"), based on a valuation report to
     be prepared by a qualified independent consultant, less any expenditures required to be made by the
Company,  pursuant to the PCR  Agreement  or  otherwise, in order to earn its interests in the PCR Properties
(provided that all required Chinese governmental  approvals  in order to  perfect  the  interests  to be  acquired
by the  Company  hereunder have been obtained for each of the PCR  Properties  that are the subject of the
valuation report);



b) 	One escrow share for each $0.97 in the value of the interest in any new mineral properties acquired by the
Company pursuant to the PCR Agreement or the TCIP Agreements ("New Projects"), such value to be
determined  on the same basis and  subject to the same  provisions  as  described in note 1 above.



c)	One escrow share for every $1.81 expended by the Company, PCR, Teck, Cominco, Temco or any other third
party expending monies on exploration and development of the PCR Properties or of any  New Projects,
exclusive of general and administrative expenses, determined in accordance with the provisions applicable to
natural resources issuers under Local Policy Statement #3-07 of the British  Columbia Securities Commission;
and



d)	One escrow share for every $0.97 in cumulative cash flow from the operations of the Company on the PCR
Properties and any New Projects and as determined in accordance with generally accepted accounting
principles, provided that each PCR Property and each New Project will be considered separately without
taking into account any negative cash  flow that may exist in any other PCR Property or New Project.



4. 	Consulting Agreement dated June 25, 1996, between Minco and Kaisun Group Canada, Inc. (now called
Kaisun Investment & Development Corporation) engaging Kaisun Investment to act as president and chief executive
officer and to provide the Company with such other consulting services as the Company and Kaisun Investment agree
upon.  The term of the consulting agreement was renewed in 1999 and is for a period ending June 25, 2002, for a fee of
$500 per day up to a maximum of $100,000 per year ($8,333 per month).



5.	Cominco, Teck and Minco letter agreement regarding White Silver Mountain dated June 15, 1998.  Under the
letter agreement, Cominco has the right to elect to acquire an interest in the White Silver Mountain property up to
20%, provided that Cominco incurs expenditures on the White Silver Mountain property of 1.5 times the expenditures
made by Teck and pays Minco $1,125,000 upon the closing of a project financing.



6.	Sino-Foreign Joint Venture Agreement forming Gansu Keyin Mining Co. Ltd. to explore and develop the
White Silver Mountain project.  A fully licensed Sino-Foreign joint venture company, Gansu Keyin Mining Co. Ltd.
("Gansu  Keyin") has been formed to hold the mineral interests.  In order to earn up to an 80% interest in Gansu Keyin
which owns the rights to the White Silver Mountain project, Minco must spend a minimum of US$4.8 million (40
million RMB) on the White Silver Mountain property over a six year period. If Minco fails to spend the minimum
amount, Minco's interest in Gansu Keyin will be capped by a predetermined formula as set out in the Joint Venture
Agreement.



Under the terms of the joint venture contract, Gansu Keyin's board of directors consists of seven directors of
which Minco has the right to select four directors, including the chairman.  Minco has selected Messrs. Ken Cai,
William Meyer, Hans Wick and Fred Daley as its representatives.  Baiyin has the right to select the remaining
three directors.



Because of Minco's majority ownership and majority representatives on the Gansu Keyin's board, Minco controls
Gansu Keyin's operations in the ordinary course of business.  However, the following transactions by Gansu
Keyin  requires the unanimous approval by its board:  (1) terminating or dissolving Gansu Keyin;  (2) selling or
mortgaging assets that have a value of 10% of Gansu Keyin's assets;  (3) increasing or decreasing Gansu Keyin's
registered capital;  (4) borrowing by Gansu Keyin;  (5) merging Gansu Keyin;   (6) guaranteeing on behalf of
Gansu Keyin; and  (7) establishing  organization under the board.



7.	Sino-Foreign Joint Venture Agreement forming Damo Mining Co. Ltd to explore and develop the Gobi Gold
project.  Inner Mongolia Damo Mining Co., Ltd.  ("Damo Mining") was formed and operates pursuant to a Sino-Foreign Joint Venture contract between EILR and Minco. Under the terms of the joint venture contract, Damo
Mining's board of directors consists of seven directors of which Minco has the right to select four directors,  including
the chairman.  Minco has selected Messrs. Ken Cai, William Meyer, Robert Callander and Ruijin Jiang as its
representatives.  EILR has the right to select the remaining three directors.



Because of Minco's majority ownership and majority representatives on Damo Mining's board, Minco controls
Damo Mining's operations in the ordinary course of business.  However, the following transactions by Damo
Mining requires the unanimous approval by its board:  (1) terminating or dissolving Damo Mining;  (2) selling or
mortgaging  assets that have a value of 10% of Damo Mining's assets;  (3) increasing or decreasing Damo Mining's
registered capital;  (4)  borrowing  by Damo  Mining;  (5) merging  Damo  Mining;  (6) guaranteeing on behalf of
Damo Mining; and  (7) establishing  organizations  under the board.



8.	Co-operative Agreement regarding the Development of the Changa Lijiagou Land Zinc Deposit dated
November 17, 1997, between Minco and Baiyin Non-Ferrous Metals company, a corporation incorporated under the
law of the People's Republic of China ("BNMC").  Under this agreement, Minco and BNMC will prepare and file an
application with the Chinese governmental authorities to form a joint venture company to explore, and, if warranted,
develop and exploit the lead and zinc deposits of Changba and Lijiagou and the joint area between them.  If a joint
venture company is approved and formed, Minco will contribute capital and advance equipment to develop a 3,500
tonne per day underground mine for a 75% interest in the joint venture and BNMC will contribute its mining right to
the Changba and Lijiagou area for its 25% joint venture interest.



**D.   Exchange Controls**

****

There is no law, governmental decree or regulation in Canada that restricts the export or import of capital or affects the
remittance of dividends, interest or other payments to a non-resident holder of common shares other than withholding
tax requirements.  Any such remittances to United States residents are subject to withholding tax. See "Taxation."



There is no limitation imposed by the laws of Canada or by the charter or other constituent documents of Minco on the
right of a non-resident to hold or vote the common shares, other than as provided in the Investment Act.  The following
discussion summarizes the principal features of the Investment Act for a non-resident who proposes to acquire the
common shares.



The Investment Act generally prohibits implementation of a reviewable investment by an individual, government or
agency thereof, corporation, partnership, trust or joint venture (each an "entity") that is not a "Canadian" as defined in
the Investment Act (a  "non-Canadian"), unless after review, the Director of Investments appointed by the minister
responsible for the Investment Act is satisfied that the investment is likely to be of net benefit to Canada.  An
investment in the common shares by a non-Canadian other than a "WTO Investor" (as that term is defined by the
Investment Act, and which term includes entities which are nationals of or are controlled by nationals of member states
of the World Trade Organization) when Minco was not controlled by a WTO Investor, would be reviewable under the
Investment Act if it was an investment to acquire control of Minco and the value of the assets of Minco, as determined
in accordance with the regulations promulgated under the Investment Act, was $5,000,000 or more, or if an order for
review was made by the federal cabinet on the  grounds  that the  investment  related to  Canada's cultural heritage or
national identity, regardless of the value of the assets of Minco.  An investment in the common shares by a WTO
Investor, or by a non-Canadian when Minco was controlled by a WTO Investor, would be reviewable under the
Investment Act if it was an investment to acquire control of Minco and the value of the assets of Minco, as determined
in accordance with the regulations promulgated under the Investment Act was not less than a specified amount, which
for 1996 was any amount in excess of $168 million.  A non-Canadian would acquire control of Minco for the purposes
of the Investment Act if the non-Canadian acquired a majority of the common shares.  The acquisition of one third or
more, but less than a majority of the common shares would be presumed to be an acquisition of control of Minco
unless it could be established that, on the acquisition, Minco was not controlled in fact by the acquirer through the
ownership of the common shares.



Certain transactions relating to the common shares would be exempt from the Investment Act, including:  (a) an
acquisition of the common shares by a person in the ordinary course of that person's business as a trader or dealer in
securities;  (b) an acquisition of control of Minco in connection with the realization of security granted for a loan or
other financial assistance and not for a purpose related to the provisions of the Investment Act; and  (c) an acquisition
of control of Minco by reason of an amalgamation, merger, consolidation or corporate reorganization following which
the ultimate direct or indirect  control in fact of Minco,  through the ownership of the common shares, remained
unchanged.



*Chinese Currency*

**

The Chinese currency is the Renminbi yuan  ("RMB").  It is not freely convertible although the Chinese government
has emphasized that full convertibility is the long-term goal.  Full convertibility, probably after some transitional
period, will be a condition precedent to membership in the World Trade Organization, for which China has applied.
The People's Bank of China, China's central banking authority, publishes the Renminbi exchange rate against the U.S.
dollar every day based on the trading price between the two currencies of the previous day on the Inter-Bank Foreign
Exchange Market established in Shanghai in 1994.  In addition, the People's Bank of China publishes the Renminbi
exchange rates against other major foreign currencies.  Designated banks participate on the Inter-Bank Foreign
Exchange Market through a computer network connected with major cities in China.



Foreign exchange is administered by the State Administration Bureau of Exchange Control (SAEC), and its local
branch offices, all of which are subject to the supervision of the People's Bank of China.  The SAEC has established
regulations relating to outward remittance by foreign investors of their share of net profits or dividends and final
repatriation of their investments, in foreign currency.  Subject to payment of applicable taxes, foreign investors may
remit out of China, in foreign exchange, profits or dividends derived from a source within China. The Swap Centers
were established to assist foreign investment enterprises to balance their foreign currency income and expenses by
converting surplus local currency earnings into foreign exchange and vice versa without their having to wait for central
allocation.  The central foreign exchange adjustment center is in Beijing and other centers have been established in the
coastal cities, Special Economic Zones and other major cities, municipalities and autonomous regions.  Remittance by
foreign investors of any other amounts (including, for instance, principal and interest on debt and proceeds of sale
arising from a disposal by a foreign investor of any of its or his investments in China) out of China is subject to the
approval of the SAEC.



The Company finances its Chinese operations by transferring Canadian dollars, which are then converted into Chinese
dollars, or RMB.  Based on prior history, the Company does not believe that the Canadian dollar and RMB conversion
to be a currency risk.  No assurance, however, can be given that a currency risk will not occur in the future.



**E.   Taxation**

****

*Canadian Federal Income Tax Consequences*

**

The following summarizes the principal Canadian federal income tax consequences applicable to the holding and
disposition of common shares in the capital of the Company by a United States resident, and who holds common shares
solely as capital  property  (a "U.S. Holder").  This summary is based on the current provisions of the Income Tax Act
(Canada) (the "Tax  Act"), the regulations thereunder, all amendments thereto publicly proposed by the government of
Canada, the published administrative practices of Revenue Canada, Customs, Excise and Taxation, and on the current
provisions of the Canada-United States Income Tax Convention, 1980, as amended (the "Treaty").  Except as
otherwise expressly provided, this summary does not take into account any provincial, territorial or foreign (including
without limitation, any U.S.) tax law or treaty.  It has been assumed that all currently proposed amendments will be
enacted substantially as proposed and that there is no other relevant change in any governing law or practice, although
no assurance can be given in these respects.



Each U.S. Holder is encouraged to obtain tax and legal advice applicable to such U.S. Holder's particular
circumstances.



Every U.S. Holder is liable to pay a Canadian withholding tax on every dividend that is or is deemed to be paid or
credited to the U.S.  Holder on the U.S. Holder's common shares.  The statutory rate of withholding tax is 25% of the
gross amount of the dividend  paid.  The Treaty reduces the statutory rate with respect to dividends paid to a U.S.
Holder for the purposes of the Treaty.  Where applicable, the general rate of withholding tax under the Treaty is 15%
of the gross amount of the dividend, but if the U.S. Holder is a company that owns at least 10% of the voting stock of
Minco and beneficially owns the dividend, the rate of withholding tax is 5% for dividends paid or credited after 1996
to such corporate U.S. Holder. Minco is required to withhold the applicable tax from the dividend payable to the U.S.
Holder, and to remit the tax to the Receiver General of Canada for the account of the U. S. Holder.



Pursuant to the Tax Act, a U.S. Holder will not be subject to Canadian capital gains tax on any capital gain realized on
an actual or deemed disposition of a common share, including a deemed disposition on death, provided that the U.S.
Holder did not hold the common share as capital property used in carrying on a business in Canada, and that neither the
U. S. Holder nor persons with whom the U.S.  Holder did not deal a arms length (alone or together) owned or had the
right or an option to acquire 25% or more of the issued shares of any class of Minco at any time in the five years
immediately preceding the disposition.



**United States Tax Consequences**

****

*Passive Foreign Investment Companies*

**

The Treaty essentially calls for taxation of shareholders by the shareholder's country of  residence.  In those instances
in which a tax may be assessed by the other country, a corresponding credit against the tax owed in the country of
residence is generally available, subject to limitations.



Under ss.1296, of the Internal Revenue Code of the United States, a foreign investment corporation is treated as a
passive foreign investment company (a "PFIC") if it earns 75% or more of its gross income from passive sources or if
50% or more of the value of its assets produce passive income.  The Company believes that it is a passive foreign
investment company ("PFIC") for United States federal income tax purposes with respect to a United States Investor.



Because the Company is a PFIC, unless a United States Investor who owns shares in the Company elects (a section
1295 election) to have the Company treated as a "qualified electing fund" (a "QEF") as described  below,  the
following rules apply:



1.	Distributions made by the Company during a taxable year to a United States Investor who owns shares in the
Company that are an "excess distribution" (defined generally as the excess of the amount received with respect to the
shares in any taxable year over 125% of the average received in the shorter of either the three previous years or such
United States Investor's holding period before the taxable year) must be allocated ratably to each day of such
shareholder's holding period.  The amount allocated to the current taxable year and to years when the corporation was
not a PFIC must be included as ordinary income in the shareholder's gross income for the year of distribution.  The
remainder is not included in gross income but the shareholder must pay a deferred tax on that portion.  The deferred tax
amount, in general, is the amount of tax that would have been owed if the allocated amount had been included in
income in the earlier year, plus interest.  The interest charge is at the rate applicable to deficiencies in income taxes.



2. 	The entire amount of any gain realized upon the sale or other disposition of the share will be treated as an
excess  distribution made in the year of sale or other disposition and as a  consequence  will be  treated  as ordinary
income and, to the extent  allocated to years prior to the year of sale or disposition, will be subject to the interest charge
described above.



A shareholder that makes a section 1295 election will be currently taxable on his or her pro rata share of the
Company's ordinary earnings and net capital gain (at ordinary income and capital gains rates, respectively) for each
taxable year of the Company, regardless of whether or not distributions were received.  The shareholder's basis in
his or her shares will be increased to reflect taxed but undistributed income.  Distributions of income that had
previously been taxed will result in a corresponding reduction of basis in the shares and will not be taxed against
as a distribution to the shareholder.



A shareholder may make a section 1295 election with respect to a PFIC for any taxable year of the shareholder
(shareholder's election year).  A section 1295 election is effective for the shareholder's election year and all
subsequent taxable years of the shareholder.  (In temporary regulations, Treasury provides procedures for both
retroactive and protective elections).  Once a section 1295 election is made it remains in effect, although not
applicable, during those years that the Company is not a PFIC.  Therefore, if the Company requalifies as a PFIC,
the section 1295 election previously made is still valid and the shareholder is required to satisfy the requirements
of that election.  Once a shareholder makes a section 1295 election, the shareholder may revoke the election only
with the consent of the Secretary.



If the shareholder makes the section 1295 election for the first tax year of the Company as a PFIC that is included
in the shareholder's holding period, the result will be that the PFIC will qualify as a "pedigreed QEF" with respect
to the shareholder.  If a QEF is an unpedigreed QEF with respect to the shareholder, the shareholder is subject to
both the non-QEF and QEF treatment.  Certain elections are available which enable shareholders to convert an
unpedigreed QEF into a pedigreed QEF thereby avoiding such dual application.



A shareholder making the section 1295 election must make the election on or before the due date, as extended,
for filing the shareholder's income tax return for the first taxable year to which the election will apply. A shareholder
must make a section 1295 election by completing Form 8621; attaching said Form to its federal income tax return;  and
reflecting in the Form the information  provided in the PFIC Annual  Information  Statement or if the shareholder
calculated the financial information, a statement to that effect; and filing a copy of the Form with the Philadelphia
Service Center. As provided in IRS Notice 88-125, the PFIC Annual Information Statement must include the
shareholder's pro rata shares of the ordinary earnings and net capital gain of the PFIC for the PFIC's taxable year or
information that will enable the shareholder to calculate its pro rata shares.  In addition, the PFIC  Annual Information
Statement must contain information about distributions to shareholders and a statement that the PFIC will permit the
shareholder to inspect and copy its permanent books of account, records, and other  documents of the PFIC necessary
to determine that the ordinary earnings and net capital gain of the PFIC have  been calculated according to federal
income tax accounting principles.  Temporary regulations have recently  clarified that a shareholder may obtain the
books, records and other documents of the foreign corporation  necessary for the shareholder to determine the correct
earnings and profits and net capital gain of the PFIC according to federal income tax principles and calculate the
shareholder's pro rata shares of the PFIC's ordinary  earnings and net capital gain.  In that case, the PFIC must include
a statement in its PFIC Annual Information  Statement that it has permitted the shareholder to examine the PFIC's
books of account, records, and other  documents  necessary for the  shareholder  to calculate the amounts of ordinary
earnings and net capital gain.



Because the Company's stock is "marketable" under section 1296(e), a U.S.Investor may elect to mark the stock to
market each year.  In general, a PFIC shareholder who elects under section 1296 to mark the marketable stock of a
PFIC includes in income each year an amount equal to the excess, if any, on the fair market value of the FIC stock
as of the close of the taxable year over the shareholder's adjusted basis in such stock.  A shareholder is also
generally allowed a deduction for the excess, if any, of the adjusted basis of the PFIC stock over the fair market
value as of the close of the taxable year.  Deductions under this rule, however, are allowable only to the extent of
any net mark to market gains with respect to the stock included by the shareholder for prior taxable years.  While
the interest charge regime under the PFIC rules generally does not apply to distributions from and dispositions of
stock of a PFIC where the U.S.  Investor has marked to market, coordination rules for limited application will
apply in the case of a U.S.  Investor that marks to market PFIC stock later than the beginning of the shareholder's
holding period for the PFIC stock.



Special rules apply with respect to the calculation of the amount of the foreign tax credit with respect to excess
distributions by a PFIC or inclusions under a QEF.



Each U.S. Holder should consult a tax advisor with respect to how the PFIC rules may affect such shareholder's
tax situation. In particular, a U.S. Holder should determine whether such shareholder should elect to have Minco
be treated as a Qualified Electing Fund.



**Other Consequences**

****

To the extent a shareholder is not subject to the tax regimes outlined above with respect to foreign corporations that are
PFICs, the following discussion  describes the United States federal income tax consequences  arising from the holding
and disposition of the Company's common shares.



*U.S. Holders*

**

As used herein, a "U.S. Holder," includes a holder of common shares who is a citizen or resident of the United States,
a corporation  created or organized in or under  the  laws of the  United  States  or of any  political subdivision thereof
and any other person or entity whose ownership of common shares is effectively connected with the conduct of a trade
or business in the United States.  A U.S. Holder does not include persons subject to special  provisions of federal
income tax laws, such as tax exempt organizations,  qualified retirement plans,  financial  institutions,  insurance
companies,  real estate  investment trusts,  regulated  investment  companies,  broker-dealers,  non-resident  alien
individuals  or foreign  corporations  whose  ownership of common  shares is not effectively  connected  with the
conduct of a trade or  business  in the United States and  shareholders  who  acquired  their  stock  through  the
exercise of employee stock options or otherwise as compensation.



*Distribution of Common Shares*



U.S. Holders receiving dividend distributions (including constructive dividends) with respect to the Company's
common shares are required to include in gross income for United States federal income tax purposes the gross amount
of such distribution to the extent that the Company has current or accumulated earnings or profits, without reduction
for any Canadian income tax withheld from such distributions.  Such Canadian tax withheld may be credited, subject to
certain limitations, against the U.S. Holder's United States federal income tax liability or, alternatively, may be
deducted in computing  the U.S.  Holder's United States federal income tax by those who itemize deductions.  (See
more detailed discussions at "Foreign Tax Credit" below).  To the extent that distributions exceed current or
accumulated earnings and profits of the Company, they will be treated first as a return of capital up to the U.S.
Holder's adjusted basis in the common shares and thereafter as gain from the sale or exchange of such shares.
Preferential tax rates for the long-term capital gains are applicable to a U.S. Holder which is an individual, estate or
trust.  There are currently no preferential tax rates for long-term capital gains for a U.S. Holder which is a corporation.



Dividends paid on the Company's common shares will not generally be eligible for the dividends received deduction
provided to corporations receiving dividends from certain United States corporations.  A U.S. Holder which is a
corporation may, under certain circumstances, be entitled to a 70% deduction of the United States source portion of
dividends received from the Company if such U.S. Holder owns shares representing at least 10% of the voting power
and value of the Company.



*Foreign Tax Credit*



A U.S. Holder who pays (or has withheld from distribution) Canadian income tax with respect to the ownership of the
Company's common shares may be entitled, at the option of the U.S.  Holder, to either a deduction or a tax credit for
such foreign tax paid or withheld.  Generally, it will be more advantageous to claim a tax credit, because a credit
reduces United States federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer's
income subject to tax.  This election is made on a year-by-year basis and generally applies to all foreign income taxes
paid by (or withheld from) the U.S. Holder during that year.  There are significant and complex limitations which apply
to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S.
Holder's United States income tax liability that the U.S. Holder's foreign source income bears to his or its worldwide
taxable income.  In the determination of the application of this limitation, the various items of income and deduction
must be classified into foreign and domestic sources.  Complex rules govern this classification process.  There are
further limitations on the foreign tax credit for certain types of income, such as "passive  income,"  "high  withholding
tax  interest,"  "financial  services income,"  "shipping  income," and certain other  classifications  of income. The
availability of foreign tax credit and the application of the limitations on the credit are fact  specific and holders and
prospective  holders of common shares should consult their own tax advisors regarding their individual circumstances.



*Disposition of Common Shares*

**

A U.S. Holder will recognize gain and loss upon the sale of the common shares equal to the difference, if any, between
(i) the amount of cash plus the fair market value of any property received and  (ii) the shareholder's tax basis in the
common  shares.  The gain or loss will be capital gain or loss if the shares  are a  capital  asset in the  hands of the  U.S.
Holder, and will be a short-term or long-term capital gain or loss depending on each U.S. Holder's holding period.
Gains and losses are netted and combined according to special rules in arriving at the overall capital gain or loss for a
particular tax year.  Deductions for net capital losses are subject to significant limitations.  For U.S. Holders who are
individuals, any unused portion of such net capital loss may be carried over to be used in later tax years until such net
capital loss is thereby  exhausted.   For U.S. Holders which are corporations (other than corporations subject to
Subchapter S of the Code), an unused capital loss may be carried back three years from the loss year and carried
forward five years from the loss year to be offset against  capital gains until such net capital loss is thereby exhausted.



The foregoing discussion is based upon the sections of the Code, Treasury Regulations, published   Internal   Revenue
Service   rulings, published administrative positions of the Internal Revenue Service and court decisions that are
currently applicable, any or all of which could be materially adversely changed, possibly on a retroactive basis, at any
time.  In addition, this discussion does not consider the potential effects, both adverse and beneficial, of recently
proposed legislation which, if enacted could be applied, possibly on a retroactive basis, at any time. A holder or
prospective holder of the Company's common shares should consult his or her own tax advisors about federal, state
local and foreign tax consequences of purchasing, owning and disposing of the common shares of the Company.





**Item 11. Quantitative and Qualitative Disclosures About Market Risk**

****

The Company is exposed to market risk, primarily related to foreign exchange.  The Company uses the Canadian dollar
as its reporting currency and is therefore exposed to foreign exchange movements in China where the Company is
conducting exploration activities.



The following table sets forth the percentage of the Company's administrative expense by currency for the years ended
December 31, 2001, 2000 and 1999.



**By Currency**
      **2001**
      **2000**
      **1999**Canadian Dollar
      85%
      86%
      84%Renminbi yuan ("RMB")
      15%
      14%
      16%Totals
      100%
      100%
      100%


Such administrative expense by currency may change from time to time.  Further, the Company incurred exploration
costs of $330,850, $446,094 and $759,871 for the years ended December 31, 2001, 2000 and 1999, respectively, all of
which were paid in RMB.



The Company has not entered into any material foreign exchange contracts to minimize or mitigate the effects of
foreign exchange fluctuations on the Company's operations.  The Company exchanges Canadian dollars to fund its
Chinese operations.  Based on prior years, the Company does not believe that it is subject to material foreign exchange
fluctuations.  However, no assurance can be given that this will not occur in the future.



The Company has no long-term debt, therefore, the Company does not believe that the interest rate market risk to be
material.





**Item 12.  Description of Securities Other than Equity Securities**

****

Not Applicable





**Item 13.  Defaults, Dividend Arrearages and Delinquencies**

****

Not Applicable





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

****

Not Applicable





**Item 15.  [Reserved]**

****



**Item 16.  [Reserved]**

****



**Item 17.  Financial Statements**Attached hereto





**Item 18.  Financial Statements**Not applicable

















****ELLIS FOSTER

****CHARTERED ACCOUNTANTS


1650 West 1st Avenue

Vancouver, BC  Canada   V6J 1G1

Telephone:  (604) 734-1112  Facsimile: (604) 714-5916

E-Mail: generaldelivery@ellisfoster.com

AUDITORS' REPORT

**To the Shareholders of**

**MINCO MINING & METALS CORPORATION**

We have audited the consolidated balance sheets of **Minco Mining & Metals Corporation**as at
December 31, 2001 and 2000 and the consolidated statements of operations and deficit and cash
flows for each of the years in the three-year period ended December 31, 2001.  These consolidated
financial statements are the responsibility of the company's management.  Our responsibility is to
express an opinion on these consolidated financial statements based on our audits.

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

In our opinion, these consolidated financial statements present fairly, in all material respects, the
financial position of the company as at December 31, 2001 and 2000 and the results of its operations
and its cash flows for each of the years in the three-year period ended December 31, 2001 in
accordance with Canadian generally accepted accounting principles.  As required by the Company Act
of British Columbia, we report that, in our opinion, these principles have been applied on a consistent
basis.

s/ Ellis Foster

Vancouver, Canada	**

March 12, 2002	Chartered Accountants



****MINCO MINING & METALS CORPORATION

****(An exploration stage enterprise)

Consolidated Financial Statements

December 31, 2001, 2000 and 1999

**(Expressed in Canadian Dollars)**

**Index**

Auditors' Report

Consolidated Balance Sheets

Consolidated Statements of Operations and Deficit

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements





|**MINCO MINING & METALS CORPORATION**                         |              |         |                 |        
|------------------------------------------------------------- | ------------ | ------- | --------------- | -------
|(An exploration stage enterprise)                             |              |         |                 |        
|Consolidated Balance Sheets                                   |              |         |                 |        
|December 31, 2001 and 2000**(Expressed in Canadian Dollars)** |              |         |                 |        
|                                                              |              |         | 2001            |        
|**ASSETS**                                                    |              |         |                 |        
|                                                              |              |         |                 |        
|**Current**                                                   |              |         |                 |        
|Cash and cash equivalents                                     |              | $       | 214,827         | $      
|Marketable securities                                         |              |         | 430,759         |        
|Sundry receivable                                             |              |         | 83,261          |        
|Prepaid expenses and deposits                                 |              | 171,289 |                 | 56,601 
|                                                              |              |         | 900,136         |        
|**Mineral interests**(Notes 2a & 4)                           |              |         | 100             |        
|**Capital assets (Note 5)**                                   |              |         | 98,095          |        
|                                                              |              | $       | 998,331         | $      
|**LIABILITIES**                                               |              |         |                 |        
|                                                              |              |         |                 |        
|**Current**                                                   |              |         |                 |        
|Accounts payable and accrued liabilities                      | $            | 401,608 | $               | 328,873
|                                                              |              |         |                 |        
|**SHAREHOLDERS' EQUITY**                                      |              |         |                 |        
|                                                              |              |         |                 |        
|**Share capital**(Note 6)                                     |              |         | 10,286,933      |        
|**Deficit**                                                   |              |         | (9,690,210)     |        
|                                                              |              |         | 596,723         |        
|                                                              |              | $       | 998,331         | $      
|Commitments (Note 9)                                          |              |         |                 |        
|**Approved by the Directors:**                                | "Ken Z. Cai" |         | "William Meyer"
|                                                              | Ken Z. Cai   |         | William Meyer  



|**MINCO MINING & METALS CORPORATION**                            |   |             |  
|---------------------------------------------------------------- | - | ----------- | -
|(An exploration stage enterprise)                                |   |             |  
|                                                                 |   |             |  
|Consolidated Statements of Operations and Deficit                |   |             |  
|Years Ended December 31, 2001, 2000 and 1999                     |   |             |  
|**(Expressed in Canadian Dollars)**                              |   |             |  
|                                                                 |   | 2001        |  
|                                                                 |   |             |  
|**Interest and sundry income**                                   | $ | 77,023      | $
|                                                                 |   |             |  
|**Exploration costs**                                            |   | 168,835     |  
|                                                                 |   |             |  
|**Administrative expenses**                                      |   |             |  
|Accounting and audit                                             |   | 62,070      |  
|Advertising                                                      |   | 9,587       |  
|Amortization of capital assets                                   |   | 25,877      |  
|Capital taxes                                                    |   | -           |  
|Conference                                                       |   | -           |  
|Consulting fees                                                  |   | 73,510      |  
|Legal                                                            |   | 92,503      |  
|Listing, filing and transfer agents                              |   | 15,138      |  
|Management fees                                                  |   | 34,143      |  
|Office and miscellaneous                                         |   | 41,060      |  
|Promotion and government relations                               |   | 91,161      |  
|Property investigation                                           |   | -           |  
|Rent                                                             |   | 79,055      |  
|Salaries and benefits                                            |   | 48,073      |  
|Telephone                                                        |   | 7,354       |  
|Travel and transportation                                        |   | 35,038      |  
|Foreign exchange loss (gain)                                     |   | (374)       |  
|                                                                 |   | 614,195     |  
|                                                                 |   |             |  
|**Operating loss**                                               |   | (706,007)   |  
|**Write down of marketable securities**                          |   | -           |  
|                                                                 |   |             |  
|**Loss for the year**                                            |   | (706,007)   |  
|                                                                 |   |             |  
|**Deficit, beginning of year**                                   |   |             |  
|As previously stated                                             |   | (6,702,833) |  
|Adjusted for change in accounting for
exploration costs Note 2a) |   | (2,281,370) |  
|                                                                 |   |             |  
|As restated                                                      |   | (8,984,203) |  
|                                                                 |   |             |  
|**Deficit, end of year**                                         | $ | (9,690,210) | $
|                                                                 |   |             |  
|**Loss per share, basic and diluted**                            | $ | (0.04)      | $
|**Weighted average number of common**                            |   |             |  
|**shares outstanding ­ basic and diluted**                       |   | 16,380,123  |  



|**MINCO MINING & METALS CORPORATION**        |   |            
|-------------------------------------------- | - | -----------
|(An exploration stage enterprise)            |   |            
|                                             |   |            
|Consolidated Statements of Cash Flows        |   |            
|Years Ended December 31, 2001, 2000 and 1999 |   |            
|**(Expressed in Canadian Dollars)**          |   |            
|                                             |   | 2001       
|                                             |   |            
|**Cash flows from (used in)**                |   |            
|**operating activities**                     |   |            
|Loss for the year                            | $ | (706,007)  
|Adjustment for items not involving cash:     |   |            
|- amortization                               |   | 41,075     
|- write down of marketable securities        |   | -          
|- gain on sale of marketable securities      |   | (35,168)   
|Change in non-cash  working capital items:   |   |            
|- funds restricted for mineral explorations  |   | -          
|- sundry receivable                          |   | (5,185)    
|- prepaid expenses and deposits              |   | (114,688)  
|- accounts payable and accrued liabilities   |   | 72,735     
|                                             |   |            
|                                             |   | (747,238)  
|                                             |   |            
|**Cash flows from financing activities**     |   |            
|Shares issued for cash                       |   | -          
|                                             |   |            
|**Cash flows from (used in)**                |   |            
|**investing activities**                     |   |            
|Acquisition of capital assets                |   | (4,506)    
|Proceeds from sales of                       |   |            
|marketable securities                        |   | 4,850,254  
|Purchase of marketable securities            |   | (4,103,016)
|                                             |   |            
|                                             |   | 742,732    
|                                             |   |            
|**Increase (Decrease) in cash and**          |   |            
|**cash equivalents**                         |   | (4,506)    
|                                             |   |            
|**Cash and cash equivalents,**               |   |            
|beginning of year                            |   | 219,333    
|                                             |   |            
|**Cash and cash equivalents,**               |   |            
|end of year                                  | $ | 214,827    





MINCO MINING & METALS CORPORATION

(A exploration stage enterprise)

Notes to Consolidated Financial Statements

December 31, 2001, 2000 and 1999

**(Expressed in Canadian Dollars)**

**1.	Nature of Operations**



The Company was incorporated under the laws of British Columbia, Canada and is in the business of mining
exploration.



These consolidated financial statements have been prepared on a going-concern basis, which assumes that the
Company will be able to realize assets and discharge liabilities in the normal course of business.  The continued
operations of the Company and the recoverability of amounts shown for mineral interests are dependent upon the
discovery of economically recoverable reserves, the ability of the Company to obtain financing to complete the
development of the projects, and on future profitable production or proceeds from the disposition thereof.



**2.	Change in Accounting Policies**



a)**Exploration costs**The Company has changed its accounting policy to write-off exploration costs until such time as
reserves are proven. The result is a write-down of the Company's previously capitalized Mineral Interests to a nominal
value.

The change in accounting policy has been accounted for retroactively. The effect of the change in policy is to reduce
the Mineral interest value at December 31, 2001 by $2,450,305 (December 31, 2000 - $2,281,370), increase the
opening deficit at January 1, 2001 by $2,281,370 (January 1, 2000 - $1,835,276) and to increase the loss for the year
ended December 31, 2001 by $168,935 (December 31, 2000 ­ $446,094).



**b**)  **Earnings per Share** Effective from January 1, 2001, the Company retroactively adopted a new standard for the
computation and disclosure of earnings per share, as recommended by the Canadian Institute of Chartered
Accountants. The adoption of the new standard mainly affects the calculation of the diluted earnings (loss) per share
amount. Diluted earnings (loss) per share amounts are calculated giving effect to the potential dilution that would
occur if securities or other contracts to issue common shares were exercised or converted to common shares. Under
the new standard, the treasury stock method is used to determine the dilutive effect of stock options and other dilutive
instruments. The treasury stock method assumes that proceeds received from the exercise of stock options and
warrants are used to repurchase common shares at the prevailing market rate.



The adoption of the new standard has no effect on the calculation of diluted earnings (loss) per share amount for the
prior period as the effect of common shares issuable upon the exercise of warrants and stock options of the Company
would be anti-dilutive. Therefore, basic and diluted earnings (loss) per share would be the same.



















MINCO MINING & METALS CORPORATION

(A exploration stage enterprise)

Notes to Consolidated Financial Statements

December 31, 2001, 2000 and 1999

**(Expressed in Canadian Dollars)**

**3.	Significant Accounting Policies**

(a)Consolidation

These consolidated financial statements include the accounts of the Company  and its wholly-owned British Virgin
Island subsidiary, Triple Eight Mineral Corporation ("Temco"). All material inter-company balances have been
eliminated.

(b)Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of
revenues and expenses during the period.  Actual results may differ from those estimates.

(c)Capital Assets

Amortization is provided as follows:

|Motor vehicles                 | 30% per annum, declining-balance basis
|------------------------------ | --------------------------------------
|Mining equipment               | 30% per annum, declining-balance basis
|Computer equipment             | 30% per annum, declining-balance basis
|Office equipment and furniture | 20% per annum, declining-balance basis



Amortization is provided at half the annual rate in the year of acquisition.

(d)Cash Equivalents

Cash equivalents usually consist of highly liquid investments which are readily convertible into cash with maturities
of three months or less when purchased.  As at December 31, 2001 and 2000, cash equivalents consist of bank
redeemable term investment certificates.

(e)Marketable Securities

Marketable securities are stated at the lower of cost and market value.  As at December 31, 2001, marketable
securities consist of bonds issued by the Government of Canada.  The market value is $433,969 (2000-$1,160,259).







































MINCO MINING & METALS CORPORATION

(A exploration stage enterprise)

Notes to Consolidated Financial Statements

December 31, 2001, 2000 and 1999

**(Expressed in Canadian Dollars)**



**3.	Significant Accounting Policies**(continued)



(a)Earnings (Loss) Per Share

Earnings (loss) per share is computed using the weighted average number of common shares outstanding during
the period.  Diluted earnings (loss) per share amounts are calculated giving effect to the potential dilution that
would occur if securities or other contracts to issue common shares were exercised or converted to common
shares using the treasury stock method. The treasury stock method assumes that proceeds received from the
exercise of stock options and warrants are used to repurchase common shares at the prevailing market rate.

(b)Foreign Currency Transactions

The Company maintains its accounting records in its functional currency (i.e., Canadian dollars).   It translates
foreign currency transactions into its functional currency in the following manner.

At the transaction date, each asset, liability, revenue and expense is translated into the functional currency by the
use of the exchange rate in effect at that date.  At the period end, monetary assets and liabilities are translated
into the functional currency by using the exchange rate in effect at that date. The resulting foreign exchange gains
and losses are included in operations.

(c)Mineral Interests

The Company follows the method of accounting for its mineral interests whereby all costs related to
acquisition, exploration and development are expensed when incurred (see note 2a also)

(d)Income Taxes

Income taxes are accounted for using the asset and liability method pursuant to Section 3465, Income Taxes, of
*The Handbook of the Canadian Institute of Chartered Accountants.*Future taxes are recognized for the tax
consequences of "temporary differences" by applying enacted or substantively enacted statutory tax rates
applicable to future years to differences between the financial statement carrying amounts and tax basis of
existing assets and liabilities.  The effect on deferred taxes for a change in tax rates is recognized in income in the
period that includes the date of enactment or substantive enactment.  In addition, Section 3465 requires the
recognition of future tax benefits to the extent that realization of such benefits is more likely than not.

















MINCO MINING & METALS CORPORATION

(A exploration stage enterprise)

Notes to Consolidated Financial Statements

December 31, 2001, 2000 and 1999

**(Expressed in Canadian Dollars)**



**3.	Significant Accounting Policies**(continued)



In 1999, the Company changed its policy for accounting for income taxes by adopting the provision of CICA
Handbook Section 3465, Income Taxes.  Under this standard, current income taxes are recognized for the
estimated income taxes payable for the current period.  Future income tax assets and liabilities are recognized for
temporary differences between the tax and accounting basis of  assets and liabilities as well as for the benefit of
losses available to be carried forward to future years for tax purposes that are likely to be realized.

The adoption of Section 3465 did not impact amounts reported in the prior period.



**4.	Mineral Interests**

The costs incurred on the Company's mineral properties, which are all located in China, are as follows:

|                                   | Costs incurred to
December 31, 2000 |  | January 1 to
December 31, 2001
Exploration Costs,
net of expense recovery |  | Costs incurred to
December 31,
2001
|---------------------------------- | ----------------------------------- |  | ------------------------------------------------------------------------- |  | -----------------------------------
|**a) currently active
properties** |                                     |  |                                                                           |  |                                    
|White-Silver Mountain              | $    1,395,428                      |  | $
(89,453)                                                                |  | $    1,305,975                     
|Heavenly Mountains                 | 436,519                             |  | -                                                                         |  | 436,519                            
|Inner Mongolia ­ Gobi Gold         | 449,023                             |  | 258,288                                                                   |  | 707,311                            
|                                   | 2,280,970                           |  | 168,835                                                                   |  | 2,449,805                          
|**b) inactive properties**         |                                     |  |                                                                           |  |                                    
|Emperor's Delight                  | 100                                 |  | -                                                                         |  | 100                                
|Crystal Valley                     | 100                                 |  | -                                                                         |  | 100                                
|Stone Lake                         | 100                                 |  | -                                                                         |  | 100                                
|Changba Lijiagou Lead-Zinc
Deposit | 100                                 |  | -                                                                         |  | 100                                
|Chapuzi                            | 100                                 |  | -                                                                         |  | 100                                
|                                   |                                     |  |                                                                           |  |                                    
|                                   | 500                                 |  | 0                                                                         |  | 500                                
|                                   |                                     |  |                                                                           |  |                                    
|                                   | $    2,281,470                      |  | $               168,835                                                   |  | 2,450,305                          
|Write-down of Mineral interests    |                                     |  |                                                                           |  | (2,450,205)                        
|                                   |                                     |  |                                                                           |  | $             100                  

MINCO MINING & METALS CORPORATION

(A exploration stage enterprise)

Notes to Consolidated Financial Statements

December 31, 2001, 2000 and 1999

**(Expressed in Canadian Dollars)**

**4.	Mineral Interests**(continued)

(e)The Company acquired its rights to the White Silver Mountain project located in Gansu Province, China,
pursuant to a Joint Venture Agreement signed on August 28, 1998.  A joint venture company, Gansu Keyin
Mining Co. Ltd. ("Keyin"), was formed to hold the above mineral interests.  In order to earn an 80% interest in
Keyin, the Company must expend 40 million RMB (approximately US$4.8 million) on the properties.  Baiyin will
contribute the exploration permit held by it and the geological data and research results, including drill core
samples and maps, for its 20% interest in Keyin.  Following

the completion of the above expenditures, each party shall contribute to Keyin in proportion to their respective
beneficial interests.

Pursuant to an option agreement dated December 22, 1999, with effect from June 10, 1998, the Company
granted Teck Corporation of Vancouver, B.C., Canada, an option to earn a 56% interest in Keyin by assuming
all of the Company's funding requirements until commercial production has been attained.  Pursuant to the
term of the same option agreement, Cominco Ltd. ("Cominco") of Vancouver, B.C., Canada, has "back-in
rights" with respect to this project to earn up to a 20% interest in Keyin up to the pre-feasibility stage by
repaying Teck one and one-half times the total project expenditures up to the date of exercise of its rights and
making a cash payment to the Company, and thereafter funding its pro-rata share of feasibility and
development costs.

The White Silver Mountain agreements with Teck and Cominco are separate from the Earn-in Rights that are
detailed in Note 9(c).  The White Silver Mountain Agreement does not constitute an exercise of either Teck's
or Cominco's first right of refusal, which remain intact.

(f)The Heavenly Mountains properties are located in Xinjiang Province, China.  The Company has an exclusive
right to negotiate and enter into a joint venture contract with the Xinjiang Bureau of the Ministry of Geology and
Mineral Resources and to invest in certain mineral properties located in Xinjiang Uygur Autonomous Region in
China.  The Company discontinued further work and suspended the project in 1999.

(g)The Inner Mongolia property (Gobi Gold Project) is located in Inner Mongolia Autonomous Region, China.  Pursuant to
a Cooperative Joint Venture Agreement, the Company can earn a 75% interest in the property by spending US$2.5
million over a four-year period.  A joint venture company called****Inner Mongolia Damo Mining Co. Ltd. was formed to
hold the above noted mineral interests.

























MINCO MINING & METALS CORPORATION

(A exploration stage enterprise)

Notes to Consolidated Financial Statements

December 31, 2001, 2000 and 1999

**(Expressed in Canadian Dollars)**

**5.Capital Assets**

|                               | 2001     
|------------------------------ | ---------
|                               |          
|                               | Cost     
|                               |          
|Computer equipment             | $  65,191
|Office equipment and furniture | 83,118   
|Motor vehicles                 | 59,309   
|Mining equipment               | 191,873  
|                               | $399,491 



|                               | 2000     
|------------------------------ | ---------
|                               |          
|                               | Cost     
|                               |          
|Computer equipment             | $  62,948
|Office equipment and furniture | 81,436   
|Motor vehicles                 | 59,309   
|Mining equipment               | 191,292  
|                               | $394,985 



**6.**	 **Share Capital**

a.Authorized:  100,000,000 common shares without par value

b.Issued:

|                                                     | Shares     | Amount     
|---------------------------------------------------- | ---------- | -----------
|Balance December 31, 1999                            | 16,270,123 | 10,175,833 
|Share purchase warrants exercised at $1.01 per share | 110,000    | 111,100    
|Balance, December 31, 2001 and  2000                 | 16,380,123 | $10,286,933

c.As at December 31, 2001, 2,991,322 (2000 ­ 3,562,328) of the shares issued are held in escrow, the release
of which is subject to the direction of the regulatory authorities.









MINCO MINING & METALS CORPORATION

(A exploration stage enterprise)

Notes to Consolidated Financial Statements

December 31, 2001, 2000 and 1999

**(Expressed in Canadian Dollars)**



**6.**	 **Share Capital**(continued)

d.Stock options outstanding at December 31, 2001 are as follows:

|Number of Shares | Exercise Price | Expiry Date      
|---------------- | -------------- | -----------------
|                 |                |                  
|270,000          | $0.55          | January 2, 2006  
|506,500          | $0.55          | March 5, 2006    
|150,000          | $0.55          | July 16, 2006    
|97,300           | $0.55          | October 8, 2006  
|100,000          | $0.55          | December 1, 2006 
|97,300           | $0.55          | March 6, 2007    
|49,500           | $0.55          | June 20, 2007    
|1,366,400        | $0.20          | November 27, 2006
|2,637,000        |                |                  



Each option entitles the holder to acquire one share of the Company.

**7.		Income Taxes**

(a) A reconciliation of the statutory tax rate to the effective rate for the Company is as follows:

|                          | 2001  | 2000 
|------------------------- | ----- | -----
|                          |       |      
|Statutory income tax rate | (45%) | (46%)
|Tax losses not benefited  | 45%   | 46%  
|Effective tax rate        | -     | -    
|                          |       |      
|                          |       |      

(b)As at December 31, 2001, the Company has non-capital losses of approximately $7,208,076, unused
cumulative Canadian and foreign exploration and development expenses of $2,789,191, and undepreciated
capital costs of approximately $423,990 carried forward for tax purposes and available to reduce taxable
income of future years.  The non-capital losses expire commencing in 2002 to 2008.  The exploration and
development expenses and undepreciated capital costs can be carried forward indefinitely.

Future income tax benefits which may arise as a result of these losses have not been recognized in these
financial statements, as their realization is unlikely.



MINCO MINING & METALS CORPORATION

(A exploration stage enterprise)

Notes to Consolidated Financial Statements

December 31, 2001, 2000 and 1999

**(Expressed in Canadian Dollars)**

**8.Related Party Transactions**

a.The Company incurred the following expenses to its directors or corporations controlled by its directors:

|                  | 2001     | 2000      | 1999     
|----------------- | -------- | --------- | ---------
|                  |          |           |          
|Management fees   | $ 77,757 | $  86,263 | $  89,392
|Exploration costs | 72,648   | 59,577    | 77,073   
|                  | $192,405 | $187,840  | $166,465 



b.Accounts payable of $80,058 (2000 - $63,117) is due to a director or a corporation controlled by a director of
the Company.



**9.	Commitments**

(a)The Company has commitments in respect of office leases requiring minimum payments of $989,198, as
follows:



|2002 | $129,918
|---- | --------
|2003 | 225,150 
|2004 | 197,015 
|2005 | 191,680 
|2006 | 196,056 
|2007 | 49,379  
|     | $989,198



The Company has entered into a sub-lease agreement for a portion of its leased premises and anticipates
recovering approximately $95,000 per annum.



(b)The Company entered into a Loan Agreement (the "Agreement") with a director of the Company in October,
1997.  Pursuant to the terms of the Agreement, the Company agreed to advance a sum up to $225,000 to
assist the director in moving from Toronto to Vancouver, Canada, and purchasing a residence in either
Vancouver or Beijing, China.  The loan will be fully secured and repaid by the director upon the occurrence of
certain stated events as described in the Agreement.  The director has not yet exercised his rights under the
terms of the Agreement.



(c)The Teck-Cominco Agreements

The Company has entered into agreements with Teck Corporation ("Teck") and Cominco Ltd. ("Cominco"), both of
Vancouver, B.C., Canada on February 19, 1996 and February 20, 1996, respectively (collectively the "Teck-Cominco Agreements").

MINCO MINING & METALS CORPORATION

(A exploration stage enterprise)

Notes to Consolidated Financial Statements

December 31, 2001, 2000 and 1999

**(Expressed in Canadian Dollars)**



**9.	Commitments (continued)**



Pursuant to the terms of the Teck-Cominco Agreements, Teck and Cominco received "earn-in rights" as to the
Non-Chinese Interest in any two mineral property rights acquired by the Company in China after the date of the
Teck-Cominco Agreements until March 1, 2004.

Teck and Cominco have the right to "earn-in" to 51% of Minco's interest in a property deemed to be an exploration
property or 70% of Minco's interest in a property deemed to be a development property.  After Teck and Cominco
have exercised their earn-in rights in an aggregate of two projects procured by the Company, Teck and Cominco
shall have further preferential rights of first refusal in respect to further properties identified by the Company for a
period of three years after the exercise of their earn-in rights.



**10.Financial Instruments**



The carrying value of cash and cash equivalents, sundry receivable and accounts payable and accrued liabilities
approximates the fair value due to the short-term nature of these financial instruments.  The fair value of marketable
securities is equivalent to the market value.  The Company operates in China and some of its material exploration
expenditures are payable in either U.S. dollars and the Chinese currency RMB and is, therefore, subject to foreign
currency risk arising from changes in exchange rates among Canadian dollars, U.S. dollars and RMB.  The Company
is not exposed to significant interest risk.  The Company places its marketable securities with government debt
securities and is subject to minimal credit risk.  The Company also considers itself not subject to high concentration of
credit risk to its debtors and does not require collateral to support these financial instruments.



**11.	Comparative Figures**



Certain 1999 and 2000 comparative figures have been reclassified to conform with the financial statement
presentation adopted for 2001.



**12.	Subsequent Event**



Subsequent to year-end, the Company granted 180,000 stock options to its directors and employees at $0.25 per
share expiring on February 6, 2005.

















MINCO MINING & METALS CORPORATION

(A exploration stage enterprise)

Notes to Consolidated Financial Statements

December 31, 2001, 2000 and 1999

(Expressed in Canadian Dollars)

**13.Reconciliation of Canadian and United States Generally Accepted Accounting Principles**

a.The *Consolidated Statement of Shareholders' Equity*, prepared in accordance with the U.S. GAAP as required,
is now presented as an additional schedule.

b.Reconciliation of ***Consolidated Balance Sheet* items:**

|                                                   | 2001      | 2000     
|-------------------------------------------------- | --------- | ---------
|Mineral interests (Canadian GAAP)                  | $ 100     | $ 100    
|Capitalized deferred exploration costs written-off | (100)     | (100)    
|Mineral interests (US GAAP)                        | -         | -        
|Securities available for sale (Canadian GAAP)      | 430,759   | 1,142,829
|Unrealized gain                                    | 3,210     | 17,430   
|Securities available for resale (US GAAP)          | 433,969   | 1,160,259
|Total assets (US GAAP)                             | 1,001,441 | 1,648,933
|Total liabilities (US GAAP)                        | 401,608   | 328,873  



c.Reconciliation of Consolidated Statement of Operations Items:

|                                                                                  | 2001         | 2000            | 1999        
|--------------------------------------------------------------------------------- | ------------ | --------------- | ------------
|Loss for the year (Canadian GAAP)                                                 | $  (706,007) | $   (1,070,773) | $(1,686,971)
|Write down of marketable securities added back                                    |              | -               | 116,349     
|Release of escrow shares as compensation                                          | (199,852)    | -               | (974,042)   
|Loss for the year (US GAAP)                                                       | (905,859)    | (1,070,773)     | (2,544,584) 
|Loss per share ­ basic and diluted (US GAAP)                                      | (0.07)       | (0.08)          | (0.21)      
|Weighted average number of common sharesoutstanding - basic and diluted (US GAAP) | 13,388,801   | 12,828,232      | 12,189,874  



















MINCO MINING & METALS CORPORATION

(A exploration stage enterprise)

Notes to Consolidated Financial Statements

December 31, 2001, 2000 and 1999

**(Expressed in Canadian Dollars)**

**13.	Reconciliation of Canadian and United States Generally Accepted Accounting Principles**(continued)

d.Marketable Securities

All of the Company's marketable securities are classified as available-for-sale securities under US GAAP.
Available-for-sale securities are recorded at market value.  Unrealized holding gains and losses on available-for-sale securities are excluded from income and charged to *accumulated other comprehensive income* as a separate
component of shareholders' equity until realized.  A summary of available-for-sale securities by major security
type are as follows:

|                                               | Cost       | Grossunrealizedholdinggains (losses) | Marketvalue
|---------------------------------------------- | ---------- | ------------------------------------ | -----------
|**December 31, 2001:**                         |            |                                      |            
|Bonds issued by theGovernment of Canada        | $  430,759 | $3,210                               | $ 433,969  
|**December 31, 2000:**                         |            |                                      |            
|Bonds issued by provincialgovernment in Canada | $1,142,829 | $17,430                              | $1,160,259 
|                                               |            |                                      |            

(e)Escrow Shares

562,500 escrow shares may be released, upon application, on the basis of 15% of the original number of escrow
shares for every $100,000 expended on exploration and development of a resource property provided that no
more than 50% of the original number of escrow shares may be released in any twelve-month period.  In addition,
where administrative expenses exceed 33% of total expenditures during the period of application, then the release
factor of 15% will be reduced to 7.5% and the percentage of the original number of escrow shares available for
release in any twelve-month period will be reduced to 25%. There were no shares released during 2000 and
140,625 shares released during 2001.  As at December 31, 2001 there were no such escrow shares outstanding.

Pursuant to another escrow share agreement, 4,880,000 escrow shares may be released, upon application, on
the basis of one escrow share for every $1.81 expended on exploration and development of a resource property,
including expenditures on mining equipment, but excluding expenditures on Chapuzi and Savoyardinskii
properties. There were no shares released during 2000 and 430,381 shares released during the 2001.  As at
December 31, 2001 there were 2,991,322 such escrow shares outstanding.



MINCO MINING & METALS CORPORATION

(A exploration stage enterprise)

Notes to Consolidated Financial Statements

December 31, 2001, 2000 and 1999

**(Expressed in Canadian Dollars)**



**13.Reconciliation of Canadian and United States Generally Accepted Accounting Principles (continued)**



**(e)Escrow Shares (continued)**



**U.S. GAAP requires that the fair value of the shares at the time they are released from escrow should be
recognized as a charge to income as a compensation expense.  A summary of the escrow shares released
is presented as follows:**

|                                        | **Shares**      | Compensation**expense**
|--------------------------------------- | --------------- | -----------------------
|                                        |                 |                        
|Balance, December 31, 1997              | **5,442,500**   |                        
|Released from escrow at $1.20 per share | **(1,230,811)** | **$1,476,973**         
|**Balance, December 31, 1998**          | **4,211,689**   |                        
|Released from escrow at $1.50 per share | **(649,361)**   | **$974,042**           
|**Balance, December 31, 1999 and 2000** | **3,562,328**   |                        
|Released from escrow at $0.35 per share | **(571,006)**   | **$199,852**           
|**Balance, December 31, 2001**          | **2,991,322**   |                        
|                                        |                 |                        

As escrow shares are contingently cancellable, they are excluded from the calculation of weighted
average number of shares for purposes of loss per share under U.S. GAAP.  The effect of accounting
treatment on escrow shares on the Company's consolidated financial statements under US GAAP are
presented in Note 13(c) and the *Consolidated Statement of Shareholders' Equity.*



**(f)Stock Options Compensation**



**The Company has been granting stock options to directors, officers and employees from 1995 onwards.
All options granted were vested immediately and will be exercised from the date of grant for a period from
one year to ten years.**

**In 1999, the Company adopted another Stock Option Plan ("the 1999 Plan") for the grant of options to
certain employees.  Options granted under the 1999 Plan will be exercisable from the date of grant for a
period from one year to seven years and would vest upon when the Company's share price reached
certain level. These options granted were subsequently cancelled in 2000.**

**There were no stock options granted in 2000 and 1,686,400 granted in 2001.  During 2001 the Company
repriced all of the outstanding options to a price of**



**MINCO MINING & METALS CORPORATION**

(A exploration stage enterprise)

Notes to Consolidated Financial Statements

December 31, 2001, 2000 and 1999

**(Expressed in Canadian Dollars)**



**13.	Reconciliation of Canadian and United States Generally Accepted Accounting Principles**(continued)

$0.55 per share. A summary of the options outstanding at December 31, 2001 is as follows (see note 6d) also):

|                                             | Number of shares | Weighted
  averageexercise
price
|-------------------------------------------- | ---------------- | --------------------------------
|Outstanding, December 31, 1997               | 1,537,000        | $1.42                           
|Granted                                      | 75,000           | 1.50                            
|Cancelled                                    | (300,800)        | 1.48                            
|Outstanding, December 31, 1998               | 1,311,200        | 1.41                            
|Granted                                      | 670,000          | 1.45                            
|Cancelled                                    | (75,000)         | 1.50                            
|Outstanding, December 31, 1999               | 1,906,200        | 1.42                            
|Cancelled                                    | (905,600)        | 1.42                            
|Outstanding, December 31, 2000               | 1,000,600        | 1.42                            
|Outstanding options repriced January 2, 2001 | 1,000,600        | 0.55                            
|Granted                                      | 1,686,400        | 0.27                            
|Cancelled                                    | (50,000)         | 0.55                            
|Outstanding, December 31, 2001               | 2,637,000        | 0.37                            



|Options Outstanding   |                   | Options Exercisable                         
|--------------------- | ----------------- | --------------------------------------------
|Range ofExercisePrice | NumberOutstanding | WeightAverageRemainingContractualLife (Year)
|                      |                   |                                             
|$0.01 - $1.00         | 2,637,600         | 4.67                                        



The Company applies Accounting Principles Board ("APB") No. 25 "Accounting for Stock Issued to Employees"
and related interpretations in accounting for stock options.  Under APB 25, no compensation is recognized in
connection with options granted to employees except if options are granted at a strike price below fair value of the
underlying stock.  The adoption of APB 25 has nil effect on the Company's consolidated financial statements.





















MINCO MINING & METALS CORPORATION

(A exploration stage enterprise)

Notes to Consolidated Financial Statements

December 31, 2001, 2000 and 1999

(Expressed in Canadian
Dollars)



**13.	Reconciliation of Canadian and United States Generally Accepted Accounting Principles**(continued)



Pro-forma information regarding Loss for the period and Loss per Share is required under SFAS 123, and has
been determined if the Company has accounted for its stock options under the fair value method of SFAS 123.  If
compensation cost for the stock option plan had been determined based on the fair value at the grant dates for
awards under the plan, consistent with the alternative method set forth under SFAS 123, the Company's loss for
the year, basic and diluted loss per share would have been increased on a pro-forma basis as indicated below:

|                                  | 2001         | 2000         | 1999        
|--------------------------------- | ------------ | ------------ | ------------
|Loss for the year:                |              |              |             
|-as reported                      | $  (905,859) | $(1,070,773) | $(2,544,584)
|- pro-forma                       | $  (905,859) | $(1,070,773) | $(3,388,184)
|Basic and diluted loss per share: |              |              |             
|- as reported                     | $(0.07)      | $(0.08)      | $(0.21)     
|- pro-forma                       | $(0.07)      | $(0.08)      | $(0.28)     

























|**MINCO MINING & METALS**                       |               |        |         |            |            |         |             |               |              |             |           |        |            
|----------------------------------------------- | ------------- | ------ | ------- | ---------- | ---------- | ------- | ----------- | ------------- | ------------ | ----------- | --------- | ------ | -----------
|(An exploration stage enterprise)               |               |        |         |            |            |         |             |               |              |             |           |        |            
|                                                |               |        |         |            |            |         |             |               |              |             |           |        |            
|Consolidated Statements of Shareholders' Equity |               |        |         |            |            |         |             |               |              |             |           |       
|Years ended December 31, 2001 and 2000          |               |        |         |            |            |         |             |               |              |             |           |        |            
|**(Expressed in Canadian Dollars)**             |               |        |         |            |            |         |             |               |              |             |           |        |            
|                                                |               |        |         |            |            |         |             |               |              | Accumulated |           |       
|                                                |               |        |         |            |            |         | Compre-     |               |              |             | other     |        | Total      
|                                                |               |        |         | Additional |            | hensive |             |               |              | compre-     |           | Share-
|                                                | Common shares |        | paid-in |            | income     |         | Deficit     |               | hensive      |             | holders' 
|                                                | Shares        | Amount |         | capital    |            | (loss)  | accumulated | income (loss) |              | equity     
|                                                |               |        |         |            |            |         |             |               |              |             |           |        |            
|**Balance**, December 31, 1999                  | 16,270,123    |        | -       | $          | 14,299,814 | $       | -           | $             | (11,921,162) | $           | (116,349) | $      | 2,262,303  
|Shares issued on April 11, 2000                 |               |        |         |            |            |         |             |               |              |             |           |        |            
|for exercise of warrants at $1.01 per share     | 30,000        |        | -       |            | 30,300     |         | -           |               | -            |             | -         |        | 30,300     
|Shares issued for cash on April 23, 2000        |               |        |         |            |            |         |             |               |              |             |           |        |            
|for exercise of warrants at $1.01 per share     | 15,000        |        | -       |            | 15,150     |         | -           |               | -            |             | -         |        | 15,150     
|Shares issued for cash on June 27, 2000         |               |        |         |            |            |         |             |               |              |             |           |        |            
|for exercise of warrants at $1.01 per share     | 65,000        |        | -       |            | 65,650     |         | -           |               | -            |             | -         |        | 65,650     
|Release of escrow share as compensation         | -             |        | -       |            |            |         | -           |               | -            |             | -         |        | -          
|Other comprehensive income                      |               |        |         |            |            |         |             |               |              |             |           |        |            
|- unrealized gain (loss) on                     |               |        |         |            |            |         |             |               |              |             |           |        |            
|available-for-sale securities                   | -             |        | -       |            | -          |         | 17,430      |               | -            |             | 17,430    |        | 17,430     
|Comprehensive income                            |               |        |         |            |            |         |             |               |              |             |           |        |            
|- net (loss) for the year                       | -             |        | -       |            | -          |         | (1,070,773) |               | (1,070,773)  |             | -         |        | (1,070,773)
|Comprehensive income (loss)                     |               |        |         |            |            | $       | (1,053,343) |               |              |             |           |        |            
|**Balance,** December 31, 2000                  | 16,380,123    |        | -       |            | 14,410,914 |         |             |               | (12,991,935) |             | (98,919)  |        | 1,320,060  
|                                                |               |        |         |            |            |         | -           |               | -            |             | -         |        | -          
|Release of escrow shares as compensation        |               |        |         |            | 199,852    |         | -           |               | -            |             | -         |        | 199,852    
|Other comprehensive income                      |               |        |         |            |            |         |             |               |              |             |           |        |            
|- unrealized gain (loss) on                     |               |        |         |            |            |         |             |               |              |             |           |        |            
|available-for-sale securities                   | -             |        | -       |            | -          |         | (14,220)    |               | -            |             | (14,220)  |        | (14,220)   
|Comprehensive income                            |               |        |         |            |            |         |             |               |              |             |           |        |            
|- net (loss) for the year                       | -             |        | -       |            | -          |         | (905,859)   |               | (905,859)    |             | -         |        | (905,859)  
|                                                |               |        |         |            |            |         |             |               |              |             |           |        |            
|Comprehensive income (loss)                     |               |        |         |            |            | $       | (920,079)   |               |              |             |           |        |            
|                                                |               |        |         |            |            |         |             |               |              |             |           |        |            
|**Balance,** December 31, 2001                  | 16,380,123    |        | -       | $          | 14,610,766 |         |             | $             | (13,897,794) | $           | (113,139) | $      | 599,833    







**Item 19.  Exhibits**

**Index**

|**Exhibit****No.** | **Description**                                                                                                                                                                                                                                                                                                        | **Page**
|------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------
|                   | (1)	Incorporated by reference to the Company's Form 20-F/R-A, amendment number 1 filed on October 18,
2000.(2)	Incorporated by reference to the Company's Form 20-F/R-A, amendment number  2 filed on May 4, 2001.(3)	Incorporated by reference to the Company's Form 20-F/R-A, amendment number 3 filed July 6, 2001. |         
|3.(i)              | Articles of Incorporation and all amendments  (1)                                                                                                                                                                                                                                                                      |         
|3.(ii)             | Bylaws  (1)                                                                                                                                                                                                                                                                                                            |         
|10.1               | Investment and Participation Agreement dated February 20, 1996, among the Registrant, Teck
Corporation and Cominco Ltd.  (1)                                                                                                                                                                                           |         
|10.2               | Consulting Agreement dated June 25, 1996, between the Registrant and Kaisun Group Canada, Inc.  (1)                                                                                                                                                                                                                    |         
|10.3               | Stock Escrow Agreement dated December 24, 1992, between Montreal Trust Company of Canada,
Consolidated Caprock Resources, Ltd. and certain shareholders of Consolidated Caprock  Resources,
Ltd. (1)                                                                                                                   |         
|10.4               | Performance Shares Escrow Agreement dated August 17, 1995,between Registrant,  Montreal Trust
Company of Canada and certain  shareholders  of  Registrant  (1)                                                                                                                                                         |         
|10.5               | Assignment of Contracts and Share Purchase Agreement between Minco Mining & Metals Corporation
and Pacific Canada Resources dated February 19, 1996  (3)                                                                                                                                                               |         
|10.6               | Investment and Participation Agreement among Pacific Canada Resources, Teck Corporation and
Cominco Ltd. dated February 19, 1996  (2)                                                                                                                                                                                  |         
|10.7               | Teck and Cominco agreement  regarding White Silver Mountain dated June 15, 1998  (2)                                                                                                                                                                                                                                   |         
|10.8               | Sino-Foreign Joint Venture Agreement forming Gansu Keyin Mining Co. Ltd.  (3)                                                                                                                                                                                                                                          |         
|10.9               | Sino-Foreign Joint Venture Agreement forming Inner Mongolia Damo Mining Co. Ltd. (Gobi Gold) (3)                                                                                                                                                                                                                       |         
|10.10              | Co-operation Agreement regarding the Development of the Changba  Lijiagou Lead Zinc Deposit dated
November 17, 1997  (2)                                                                                                                                                                                               |         



























**SIGNATURES**



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





**Minco Mining & Metals Corporation**





Dated: May 15, 2002                	*/s/   Dr.  Ken Z. Cai*

_________________________________

Dr. Ken Z. Cai

President & CE