SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F

(Check One)



___

Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

or

_X_

Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934



For the fiscal year ended 12/31/04

Commission File Number

0-30478







EuroZinc Mining Corporation

(Exact Name of Registrant as Specified in its Charter)



British Columbia, Canada

(Province or Other Jurisdiction of Incorporation or Organization)



Suite 1601, 543 Granville Street

Vancouver, British Columbia, Canada V6C 1X8

(604) 681-1337

(Address and Telephone Number of Registrants Principal Executive Offices)



Susan K. Shapiro, Esq.

Perkins, Smith & Cohen, LLP

One Beacon Street, Boston, MA 02108

(617) 854-4000

(Name, Address and Telephone Number of Agent for Service in the United States)



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

Title of Each ClassName of Each Exchange
on Which Registered______N/A______N/A




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



_____Common Shares without Par Value_____

(Title of Class)



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



N/A

(Title of Class)



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



[X] Annual information form  [X] Audited annual financial statements



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



479,536,778 Common Shares without Par Value



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Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the Exchange Act).  If Yes is marked, indicate the filing number assigned to the Registrant in connection with such Rule.



YES   NO X__



Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 __



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RESOURCE ESTIMATES



All resource estimates included in this Annual Report have been prepared in accordance with Canadian National Instrument 43-101 and the Canadian Institute of Mining and Metallurgy (CIM) Classification System.  These standards differ significantly from the requirements of the United States Securities and Exchange Commission, and resource information included herein may not be comparable to similar information concerning U.S. companies.





ANNUAL INFORMATION FORM



The Annual Information Form of EuroZinc Mining Corporation (the Company) for the year ended December 31, 2004 is included herein as Exhibit 1.





AUDITED ANNUAL FINANCIAL STATEMENTS AND

MANAGEMENT DISCUSSION AND ANALYSIS



Audited Annual Financial Statements



The Companys audited consolidated financial statements for the years ended December 31, 2004 and 2003, including the auditors reports thereon dated March 30, 2005 and March 5, 2004, except as to note 13(c) which is as of April 6, 2004, are included herein as Exhibit 2.  Please refer to Note 20 to the audited consolidated financial statements for a reconciliation of the differences between Canadian and United States Generally Accepted Accounting Principles.



Management Discussion and Analysis and Financial Review



The Companys Management Discussion and Analysis and Financial Review for the year ended December 31, 2004 is included herein as Exhibit 3.





CONTROLS AND PROCEDURES



A.

Disclosure Controls and Procedures



As of December 31, 2004, an evaluation was carried out by the Companys Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Securities Exchange Act of 1934, as amended).  Based on that evaluation, the Companys Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.





1

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B.

Internal Control over Financial Reporting



During the fiscal year ended December 31, 2004, there were no changes in the Companys internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.





NOTICES PURSUANT TO REGULATION BTR



None.





AUDIT COMMITTEE FINANCIAL EXPERT



The Company has an Audit Committee established by the Board of Directors.  The members of the Audit Committee are John Greig, David Mullen and John Shanahan.  The Board has designated David Mullen as the Audit Committee Financial Expert as that term is defined under Section 407 of the Sarbanes-Oxley Act of 2002.  Mr. Mullen is independent as that term is defined under the rules of the American Stock Exchange.





CODE OF ETHICS



The Company has adopted a Code of Business Conduct and Ethics that applies to all directors, officers and employees, including its Chief Executive Officer, Chief Financial Officer and principal accounting officer.  The Company will provide to any person, without charge, upon request, a copy of such Code.  A person may request a copy by telephoning the Company at (604) 681-1337, or by writing to the Company at Suite 1601, 543 Granville Street, Vancouver, British Columbia, Canada V6C 1X8.



PRINCIPAL ACCOUNTANT FEES AND SERVICES



During 2004, the Company appointed PricewaterhouseCoopers LLP (PwC) as its auditors, replacing former auditors Watson Dauphinee & Masuch, Chartered Accountants (WDM).  The aggregate amounts billed by WDM and by PwC to the Company for the fiscal year ended December 31, 2004, and the aggregate amounts billed by WDM to the Company for the fiscal year ended December 31, 2003, for audit fees, audit-related fees, tax fees and all other fees are set forth below:



Year Ended
December 31, 2004Year Ended
December 31, 2003Audit Fees (1)$ 53,000$52,900Audit-Related Fees (2)92,729 (5)8,078Tax Fees (3)61,938 (6)7,400All Other Fees (4)00




2



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Totals$207,667$68,378


NOTES:



(1)  Audit Fees represent fees for the audit of the Companys annual financial statements, review of the Companys interim financial statements and review in connection with the Companys statutory and regulatory filings.



(2)  Audit-Related Fees represent fees for assurance and related services that are related to the performance of the audit, principally consultation concerning financial accounting and reporting standards.



(3)  Tax Fees represent fees for tax compliance, tax advice and tax planning.



(4)  Other Fees represent fees for valuation of the Companys subsidiary Pirites
Alentejanas, S.A. (PA) in connection with accounting issues arising from the Companys increase in ownership of PA from 75% to over 99% pursuant to an acquisition and reorganization completed in November 2002.



(5)  Includes $10,500 of fees billed by PwC.



(6)  Includes $45,438 of fees billed by PwC.



The Audit Committee has procedures requiring Audit Committee review and approval of all particular engagements for services provided by the Companys independent auditors.  All of the engagements and fees for 2004 were approved by the Audit Committee.





OFF-BALANCE SHEET ARRANGEMENTS



The Company has no off-balance sheet arrangements required to be disclosed in this Annual Report on Form 40-F.





TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS



The required disclosure is included in Note 9 to the Companys audited consolidated financial statements for the years ended December 31, 2004 and 2003, included herein as Exhibit
2.



3



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UNDERTAKING AND CONSENT TO SERVICE OF PROCESS



A.

Undertaking



The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to:  the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.



B.

Consent to Service of Process



The Registrant has previously filed with the Commission a Form F-X in connection with the filing of its Annual Report on Form 40-F for the year ended December 31, 2003.





EXHIBITS



The following exhibits are filed as part of this report:



1.

Annual Information Form for the year ended December 31, 2004



2.

Audited Consolidated Financial Statements for the years ended December 31, 2004 and 2003, together with the auditors reports thereon dated March 30, 2005 and March 5, 2004, except as to note 13(c) which is as of April 6, 2004 (Note 20 to the audited consolidated financial statements relates to differences between Canadian and United States Generally Accepted Accounting Principles)



3.

Management Discussion and Analysis and Financial Review for the year ended December 31, 2004



4.1

Consent of Watson Dauphinee & Masuch, Chartered Accountants



4.2

Consent of PricewaterhouseCoopers LLP, Chartered Accountants



5.1

Consent of SRK Consulting (Canada) Inc.



5.2

Consent of Wardell Armstrong International Ltd.



5.3

Consent of Engineer (James S. Drake)



5.4

Consent of Engineer (Garnet L. Dawson)





4



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6.1

Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended



6.2

Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended



7.1

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



7.2

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002





5



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SIGNATURES







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





EUROZINC MINING CORPORATION

Registrant







By:

/s/ Ronald A. Ewing



Name:

Ronald A. Ewing

Title:

Executive Vice-President, Corporate Affairs





Date:

March 31. 2005





6



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Exhibit 1







RENEWAL
ANNUAL INFORMATION FORM

of





Suite
1601 - 543 Granville Street
Vancouver, B.C.
V6C 1X8

March
30, 2005







---

TABLE
OF CONTENTS



Page



ITEM
1:

PRELIMINARY
NOTES

1

Documents
Incorporated by Reference

1

Date
of Information

1

Forward
Looking Statements

1

Currency
and Exchange Rates

1

Metric
Equivalents

2

Glossary
of Mining Terms

3

ITEM
2:

CORPORATE
STRUCTURE

7

Name
and Incorporation

7

Intercorporate
Relationships

7

ITEM
3:

GENERAL
DEVELOPMENT OF THE BUSINESS

8

Three-Year
History

8

Significant
Acquisitions

10

ITEM
4:

NARRATIVE
DESCRIPTION OF THE BUSINESS

10

General

10

Applicable
Government Regulation

11

Mining
Laws

11

Exploration
Concessions

11

Exploitation
Concessions

12

Implications
to the Company of Portuguese Mining Laws

12

Environmental
Laws

13

Implications
to the Company of Environmental Laws

13

Risk
Factors

13

History
of Net Losses; Uncertainty of Additional Financing

13

Dividends
Unlikely

13

Fluctuation
of Mineral Prices

13

Foreign
Currency Fluctuations

14

Risks
Inherent in Mining

14

Mineral
Reserves and Resources

14

Operations/Environmental

15

Insurance

15

Production
and Cost Estimates

15

Statutory
and Regulatory Compliance

16

Employee
Relations

16

Repatriation
of Earnings

16

Dependence
on Key Management Employees

17

Conflicts
of Interest

17

Competition

17

Price
Fluctuations:  Share Price Volatility

17

Political

17

Mineral
Projects

17

Neves-Corvo

17

Property
Description and Location

18

Accessibility,
Climate, Local Resources, Infrastructure and Physiography

19

History

20



---

TABLE
OF CONTENTS

(continued)



Page



Geological
Setting

21

Exploration

22

Mineralization

23

Corvo

23

Graca

23

Neves

24

Zambujal

24

Lombador

24

Drilling
and Sampling

24

Introduction

24

Exploration
Drilling

24

Grade
Control Drilling & Sampling

25

Sampling,
Analysis and Security

25

Data
Verification

26

Mineral
Resource and Mineral Reserve Estimates

26

Production
Reconciliation

29

Mining
Operations

29

Mill

30

Concentrate
Shipment and Marketing

30

Tailings
Management

31

Environmental
Issues

32

Aljustrel
Project

34

Property
Description and Location

34

Accessibility,
Climate, Local Resources, Infrastructure and Physiography

35

History

36

Geological
Setting

37

Exploration

38

Mineralization

39

Drilling

39

Sampling,
Analysis and Security

40

Mineral
Resource and Mineral Reserve Estimates

45

Mineral
Resource Estimate

45

Mineral
Reserves

47

Mining
Operations

48

Mine
Plan

48

Proposed
Mining Methods

48

Mine
Costs and Mine Schedule

50

Process
Plant Description

50

Markets

51

Contracts

51

Environmental
Considerations

51

Tailings

52

Dewatering

52

Cyanide

52

Hazardous
Waste Management

52

Mine
Closure

53

Taxes

53

Capital
Cost Estimates

53



---

TABLE
OF CONTENTS

(continued)

Page



Operating
Cost Estimates

53

Payback
and Economic Analysis

53

Mine
Life

54

Exploration
and Development

54

ITEM
5:

DIVIDENDS

54

ITEM
6:

DESCRIPTION
OF CAPITAL STRUCTURE

54

General

54

ITEM
7:

MARKET
FOR SECURITIES

55

Trading
Price and Volume

55

ITEM
8:

ESCROWED
SECURITIES

55

ITEM
9:

DIRECTORS
AND OFFICERS

55

Name,
Address, Occupation and Security Holding

55

Corporate
Cease Trade Orders or Bankruptcies

58

Penalties
or Sanctions

58

Personal
Bankruptcies

58

Conflicts
of Interest

58

ITEM
10:

AUDIT
COMMITTEE

59

The
Audit Committee's Charter

59

Composition
of the Audit Committee

63

Relevant
Education and Experience

63

Pre-Approval
Policies and Procedures

63

External
Auditor Service Fees (By Category)

64

ITEM
11:

LEGAL
PROCEEDINGS

64

ITEM
12:

INTEREST
OF MANAGEMENT AND OTHERS IN MATERIAL

TRANSACTIONS                                                                                                  
64

ITEM
13:

TRANSFER
AGENTS AND REGISTRARS

65

ITEM
14:

MATERIAL
CONTRACTS

65

ITEM
15:

INTERESTS
OF EXPERTS

66

Names
of Experts

66

Interests
of Experts

66

ITEM
16:

ADDITIONAL
INFORMATION

67



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ITEM
1:  PRELIMINARY NOTES

Documents
Incorporated by Reference

Incorporated
by reference into this Annual Information Form (the "AIF") are the
Consolidated Financial Statements and Management Discussion and Analysis of the
Company for the year ended December 31, 2004, copies of which may be
obtained online from the SEDAR website located at www.sedar.com.

All
financial information in this AIF is prepared in accordance with generally
accepted accounting principles in Canada.

Date
of Information

All
information in this AIF is as of December 31, 2004 unless otherwise
indicated.

Forward
Looking Statements

This
AIF contains certain forward-looking statements and information relating to the
Company that are based on the beliefs of its management as well as assumptions
made by and information currently available to the Company.  When used in
this document, the words "anticipate", "believe", "estimate" and "expect"
and similar expressions, as they relate to the Company or its management, are
intended to identify forward-looking statements.  This AIF contains
forward-looking statements relating to the business and affairs of the Company.
 Such statements reflect the current views of the Company with respect to
future events and are subject to certain risks, uncertainties and assumptions.
 Many factors could cause the actual results, performance or achievements
of the Company to be materially different from any future results, performance
or achievements that may be expressed or implied by such forward-looking
statements.  Important factors are identified in this AIF under the heading
"Risk Factors".  Other factors include, among others both referenced
and not referenced in this AIF, changes in general economic conditions and
changes in business strategy.  Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described herein as anticipated,
believed, estimated or expected, and we do not intend, and do not assume any
obligation, to update these forward-looking statements.

Currency
and Exchange Rates

All
dollar amounts in this AIF are expressed in Canadian dollars unless otherwise
indicated.  Prior to 2004, the Company's accounts were maintained in
Canadian dollars.  For the year ended December 31, 2004 the Company's
accounts were maintained in U.S. dollars.  All references to "U.S. dollars"
or to "US$" are to United States dollars.

The
following table sets forth the rate of exchange for the Canadian dollar,
expressed in United States dollars in effect at the end of the periods
indicated, the average of exchange rates in effect on the last day of each month
during such periods, and the high and low exchange rates during such periods
based on the noon rate of exchange as reported by the Bank of Canada for
conversion of Canadian dollars into United States dollars.



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-
2 -



Year
        Ended December 31Canadian
        Dollars to U.S. Dollars
      2004
      2003
      2002Rate
        at end of period
      US$0.8319
      US$0.7738
      US$0.6337Average
        rate for period
      US$0.7683
      US$0.7135
      US$0.6369High
        for period
      US$0.8493
      US$0.7738
      US$0.6654Low
        for period
      US$0.7309
      US$0.6350
      US$0.6179


The
noon rate of exchange on December 31, 2004 as reported by the Bank of
Canada for the conversion of Canadian dollars into United States dollars was
Canadian $1.00 equals US$0.8308.

Metric
Equivalents

For
ease of reference, the following factors for converting Imperial measurements
into metric equivalents are provided:

To
        convert from Imperial
      To
        metric
      Multiply
        byAcres
      Hectares
      0.404686Feet
      Metres
      0.30480Miles
      Kilometres
      1.609344Tons
      Tonnes
      0.907185Ounces
        (troy)/ton
      Grams/Tonne
      34.2857




Terms
used and not defined in this AIF that are defined in National Instrument 51-102
Continuous Disclosure Obligations shall bear that definition.  Other
definitions are set out in National Instrument 14-101 Definitions, as amended.



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3 -



Glossary
of Mining Terms

The
following is a glossary of certain mining terms used in this AIF.

|anomaly                  | An
      abnormal deviation of geochemical and geophysical data.                                                                                                                                                                                                                                                                                                                                                                                                     
|------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|assay                    | An
      analysis to determine the presence, absence or quantity of one or more
      chemical components.                                                                                                                                                                                                                                                                                                                                                           
|basalt                   | A
      dark coloured, fine grained igneous rock composed mainly of feldspar and
      pyroxene.                                                                                                                                                                                                                                                                                                                                                                     
|bed                      | The
      smallest division of a stratified rock series, marked by a well-defined
      divisional plane from its neighbours above and below.                                                                                                                                                                                                                                                                                                                        
|belt                     | A
      specific elongate area defined by unique geologic characteristics.                                                                                                                                                                                                                                                                                                                                                                                           
|channel sampling         | Gathering
      a sample by cutting a channel a few centimetres wide and one-half
      centimetre deep along a surface.                                                                                                                                                                                                                                                                                                                                             
|cm                       | Centimetre.                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Cu                       | Copper.                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|culm                     | Applied
      stratigraphically to specific sedimentary carboniferous rocks in England
      and Portugal.                                                                                                                                                                                                                                                                                                                                                           
|deposit                  | A
      mineralized body which has been physically delineated by sufficient
      drilling, trenching, and/or underground work, and found to contain a
      sufficient average grade of metal or metals to warrant further exploration
      and/or development expenditures.  Such a deposit does not qualify as
      a commercially mineable ore body or as containing ore reserves, until
      final legal, technical, and economic factors have been resolved.
|diamond
      drill      | A
      type of rotary drill in which the cutting is done by abrasion rather than
      percussion.  The cutting bit is set with diamonds and is attached to
      the end of the long hollow rods through which water is pumped to the
      cutting face.  The drill cuts a core of rock which is covered in long
      cylindrical sections, an inch or more in diameter.                                                                                         
|diamond
      drill hole | A
      method of obtaining a cylindrical core of rock by drill with a diamond set
      or diamond impregnated bit.                                                                                                                                                                                                                                                                                                                                                 
|dip                      | The
      angle at which a bed is inclined from the horizontal.                                                                                                                                                                                                                                                                                                                                                                                                      
|drift                    | An
      approximately horizontal passageway in underground mining.                                                                                                                                                                                                                                                                                                                                                                                                  
|facies                   | The
      characteristics of a rock body or part of a rock body that differentiate
      it from others, as in appearance, composition, etc.                                                                                                                                                                                                                                                                                                                         



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-
4 -



|Feasibility
      Study          | A
      comprehensive study of a deposit in which all geological, engineering,
      operating, economic and other relevant factors are considered in
      sufficient detail that it could reasonably serve as the basis for a final
      decision by a financial institution to finance the development of the
      deposit for mineral production.                                                                                                                                                                                                                                                                                                                                          
|-------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|felsic                           | Igneous
      rock composed principally of feldspars and quartz.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|fissure                          | A
      narrow linear extensive crack in a rock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|flysch                           | A
      marine sedimentary facies characterized by thick deposits of thin
      alternating beds of shales, sandstones and conglomerates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|fold                             | A
      bend in strata or any planar structure.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|formation                        | A
      body of rock identified by lithological characteristics and stratigraphic
      position.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|g/t                              | Grams
      per tonne.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|grade                            | (1)
      The slope of the bed of a stream, or of a surface over which water flows,
      upon which the current can just transport its load without either eroding
      or depositing.  (2) The quality of an ore or metal content.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|horizon                          | A
      defined layer within a stratigraphic sequence which has unique
      characteristics distinguishing it from the rest of the sequence.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|indicated
      mineral resource | That
      part of a Mineral Resource for which quantity, grade or quality,
      densities, shape and physical characteristics, can be estimated with a
      level of confidence sufficient to allow the appropriate application of
      technical and economic parameters, to support mine planning and evaluation
      of the economic viability of the deposit.  The estimate is based on
      detailed and reliable exploration and testing information gathered through
      appropriate techniques from locations such as outcrops, trenches, pits,
      workings and drill holes that are spaced closely enough for geological and
      grade continuity to be reasonably assumed.
|inferred
      mineral resource  | That
      part of a Mineral Resource for which quantity and grade or quality can be
      estimated on the basis of geological evidence and limited sampling and
      reasonably assumed, but not verified, geological and grade continuity.
       The estimate is based on limited information and sampling gathered
      through appropriate techniques from locations such as outcrops, trenches,
      pits, workings and drill holes.                                                                                                                                                                                                                                                   
|km                               | Kilometre.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|k                                | Kilo
      or one thousand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|lens                             | A
      body of ore or rock that is thick in the middle and converges toward the
      edges, resembling a convex lens.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|M                                | Million.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|m                                | Metre.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           



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5 -



|mafic                                             | Descriptive
      of rocks composed dominantly of magnesium and iron forming silicates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|magnetic
      survey                             | A
      geophysical survey which measures variations in the earth's magnetic
      field caused by variations in rock type of geological structures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Measured
      Mineral Resource                   | That
      part of a Mineral Resource for which quantity, grade or quality,
      densities, shape, physical characteristics are so well established that
      they can be estimated with confidence sufficient to allow the appropriate
      application of technical and economic parameters, to support production
      planning and evaluation of the economic viability of the deposit.
       The estimate is based on detailed and reliable exploration, sampling
      and testing information gathered through appropriate techniques from
      locations such as outcrops, trenches, pits, workings and drill holes that
      are spaced closely enough to confirm both geological and grade continuity.
|Mineral
      Resource                            | A
      concentration or occurrence of natural, solid, inorganic or fossilized
      organic material in or on the Earth's crust in such form and quantity
      and of such a grade or quality that it has reasonable prospects for
      economic extraction.  The location, quantity, grade, geological
      characteristics and continuity of a Mineral Resource are known, estimated
      or interpreted from specific geological evidence and knowledge.                                                                                                                                                                                                                                                       
|mineralization                                    | The
      concentration of metals within a body of rock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|mineralized
      deposit or mineralized material | A
      mineralized body which has been delineated by appropriately spaced
      drilling and/or underground sampling to support a sufficient tonnage and
      average grade of metal(s).  Such a deposit does not qualify as a
      reserve, until a comprehensive evaluation based upon unit cost, grade,
      recoveries, and other material factors concludes legal and economic
      feasibility.                                                                                                                                                                                                                                                                                                             
|mm                                                | Millimetre.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|NI 43-101                                         | National
      Instrument 43-101 entitled "Standards of Disclosure for Mineral Projects".                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|ore                                               | Rock
      containing mineral(s) or metals that can be economically extracted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|plunge                                            | Inclination
      of a fold axis or other structure.  The amount of plunge is the angle
      between the axis and the horizontal line lying in the common plane.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Pre-Feasibility
      Study                       | A
      comprehensive study of the viability of a mineral project that has
      advanced to a stage where the mining method, in the case of underground
      mining, or the pit configuration, in the case of an open pit, has been
      established, and which, if an effective method of mineral processing has
      been determined, includes a financial analysis based on reasonable
      assumptions of technical, engineering, operating, economic factors and the
      evaluation of other relevant factors which are sufficient for a qualified
      person, acting reasonably, to determine if all or part of the mineral
      resource may be classified as a mineral reserve.                      



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|Probable
      Reserves | The
      economically mineable part of an Indicated, and in some circumstances a
      Measured Mineral Resource demonstrated by at least a Preliminary
      Feasibility Study.  This study must include adequate information on
      mining, processing, metallurgical, economic and other relevant factors
      that demonstrate, at the time of reporting, that economic extraction can
      be justified.                                                                                               
|----------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Proven
      Reserves   | The
      economically mineable part of a Measured Mineral Resource demonstrated by
      at least a Preliminary Feasibility Study.  This study must include
      adequate information on mining, processing, metallurgical, economic and
      other relevant factors that demonstrate, at the time of reporting, that
      economic extraction can be justified.                                                                                                                                             
|pyrite                  | Iron
      sulfide (FeS2).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Reserve                 | The
      economically mineable part of a Measured or Indicated Mineral Resource
      demonstrated by at least a Preliminary Feasibility Study.  This study
      must include adequate information on mining, processing, metallurgical,
      economic and other relevant factors that demonstrate, at the time of
      reporting, that economic extraction can be justified.  A Mineral
      Reserve includes diluting materials and allowances for losses that may
      occur when the material is mined.
|shale                   | A
      fine-grained, clay-rich sedimentary rock with a well developed bedding
      plane.                                                                                                                                                                                                                                                                                                                                                                                                                      
|silica                  | Silicon
      dioxide, SiO2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Sn                      | Tin.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|stockwork               | A
      network of usually quartz veinlets diffused in the original rock.                                                                                                                                                                                                                                                                                                                                                                                                                                        
|strike                  | Direction
      or trend of a geologic structure.                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|tonne
      or t        | Metric
      unit of weight equivalent to volume multiplied by specific gravity,
      equivalent to 1.102 tons.                                                                                                                                                                                                                                                                                                                                                                                                 
|tons                    | Dry
      short tons (2,000 pounds).                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|tpa                     | Tonnes
      per year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|trenching               | The
      act of blasting or digging through overburden/outcrop to attend fresh
      outcrop for mapping and sampling.                                                                                                                                                                                                                                                                                                                                                                                          
|vein                    | A
      thin sheet-like intrusion into a fissure or crack, commonly bearing
      quartz.                                                                                                                                                                                                                                                                                                                                                                                                                        
|Zn                      | Zinc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            



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ITEM
2:  CORPORATE STRUCTURE

Name
and Incorporation

EuroZinc
Mining Corporation ("EuroZinc" or the "Company") was formed by the
amalgamation, or merger, of International Vestor Resources Ltd. ("Vestor")
and Auspex Minerals Ltd. ("Auspex," and together with Vestor, the "Predecessor
Companies").  The merger was effected by the issuance of a Certificate of
Amalgamation under the Company Act (British Columbia) by the Registrar of
Companies of British Columbia on April 21, 1999.

Vestor
was incorporated under the laws of the Province of Alberta by Articles of
Incorporation on October 22, 1970 under the name of "Vestor Explorations
Ltd.".  On July 5, 1979, Vestor was granted a Certificate of
Continuation under the Company Act (British Columbia).  Effective
September 30, 1998, Vestor's name was changed to "International Vestor
Resources Ltd.".  Auspex was incorporated under the laws of the Province
of British Columbia on February 16, 1981, under the name "National
Hydrocarbons Ltd.".  On July 10, 1987, National Hydrocarbons Ltd.
was struck off the Register and dissolved by the Registrar of Companies but was
then restored to the Register pursuant to an order of the Supreme Court of
British Columbia on September 17, 1987.  On September 17, 1987,
Auspex changed its name to "Auspex Gold Ltd.".  On December 4,
1995, Auspex changed its name to "Auspex Minerals Ltd.".  Prior to the
merger, both Predecessor Companies were reporting issuers in the Provinces of
British Columbia and Alberta, and the common shares of each company were listed
and posted for trading on the Vancouver Stock Exchange, a predecessor of the TSX
Venture Exchange (the "TSXV").

The
Company's registered office is located at 2300 - 1055 Dunsmuir
Street, Vancouver, British Columbia, V7X 1J1 and its executive offices are
located at 1601 - 543 Granville Street, Vancouver, British Columbia,
V6C 1X8.

Intercorporate
Relationships

The
Company has the following material subsidiaries:

1.

Sociedade
Mineira de Neves-Corvo, S.A. ("Somincor"), a wholly-owned subsidiary
incorporated under the laws of Portugal.  Somincor owns and operates the
Neves-Corvo copper mine in Portugal.

2.

Iberian
Base Metals Plc ("Iberian"), a wholly-owned subsidiary incorporated under
the laws of the United Kingdom.  Iberian holds all of the issued and
outstanding shares of Somincor (defined below).

3.

AGC
Minas de Portugal, Unipessoal, Limitada ("AGC"), a wholly-owned subsidiary
incorporated under the laws of Portugal.

4.

AGC
Minas de Portugal SGPS, Unipessoal, Limitada ("AGC SGPS"), a wholly-owned
subsidiary incorporated under the laws of Portugal, established solely as a
holding company to hold the shares in PA (defined below).

5.

Pirites
Alentejanas, S.A. ("PA") was incorporated under the laws of Portugal.
 The Company completed a reorganization of the capital structure of PA such
that the Company owns through AGC SGPS in excess of 99% of PA.  PA holds
the Aljustrel mining license and operating permits, as well as all of the assets
of the Aljustrel mine.  PA also held 100% of the Malhadinha Exploration
Concession, however the concession expired on the 30th of September
2004.





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6.

Iberian
Mining Inc. ("Iberian Mining"), a wholly-owned subsidiary incorporated under
the laws of Barbados.  Iberian Mining was incorporated for the purpose of
acquiring and holding the Price Participation Rights (as defined below).

ITEM
3:  GENERAL DEVELOPMENT OF THE BUSINESS

Three-Year
History

During
the three most recently completed financial years, the Company has been
principally engaged, directly and through its subsidiaries, AGC, AGC SGPS and
PA, in the development of the Company's Aljustrel zinc-silver-lead-copper mine
(the "Aljustrel Project") and during the past year in the acquisition and
operation, directly and through its subsidiaries Somincor and Iberian, of the
Neves-Corvo copper mine ("Neves-Corvo") in Portugal.

On
February 23, 2004, the Company was officially notified that it was the
successful bidder to acquire Neves-Corvo through the acquisition of all of the
shares of Somincor.  As the successful bidder, the Company made a 10 million
deposit and entered into definitive purchase agreements (the "Definitive
Agreements") on March 4, 2004 with the owners of the mine, Empresa de
Desenvolvimento Mineiro, S.A. ("EDM"), the Portuguese State mining company,
and the Rio Tinto Group ("RTG").

Under
the terms of the Definitive Agreements, there was a price participation clause
whereby, for a period of four years, EDM and RTG together would share equally
with the Company the marginal revenue from the sale of copper concentrates when
the average price of copper (calculated on a quarterly basis) exceeds US$0.90
per pound for the first twelve consecutive months and US$0.95 per pound for the
three years thereafter (the "Price Participation Rights").

On
February 6, 2004, the Company completed a financing on an underwritten
basis to raise gross proceeds of $30 million of which 10 million
raised was used for the required non-refundable deposit for the acquisition of
Neves-Corvo.

On
April 5 and 15, 2004, the Company closed a further equity financing on an
underwritten basis for aggregate gross proceeds of $78,480,000.  The net
proceeds were used to finance part of the acquisition of Neves-Corvo.

On
April 19, 2004, the Company accepted from Societe Generale ("SG")
and Standard Bank London Limited ("Standard Bank") a U.S.$100 million
credit facility (the "Debt Facility") to provide part of the financing for
the acquisition of Somincor.  As consideration for the Debt Facility, the
Company agreed to pay to SG and Standard Bank an aggregate of U.S.$2,250,000. SG
and Standard Bank mandated a copper price protection program as a condition
precedent to the Debt Facility. The Company was also required to enter into a
copper price protection program agreed to by Standard Bank under which the
Company implemented a program to minimize its exposure to fluctuations in metal
prices, currency and interest rates.

On
June 15, 2004, in connection with its acquisition of Neves-Corvo, the
Company entered into an offtake agreement and a loan agreement with Boliden AB
of Sweden ("Boliden").  Pursuant to the offtake agreement, the Company
will deliver annually for ten years approximately 150,000 tonnes of copper
concentrate from the Neves-Corvo mine to Boliden, ensuring that Somincor has a
significant and dependable customer for approximately 50% of its copper
concentrates.  Pursuant to the loan agreement, Boliden agreed to provide
the Company with a loan of US$10,000,000 (the "Boliden Loan").  The
Boliden Loan was guaranteed by Resource Capital Fund III L.P.  ("RCF III")
(the "Guarantee"), part of the group of Resource Capital Funds which
currently hold a control position in the Company.  On



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-
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October 19,
2004, the Company replaced the Guarantee with a bank guarantee.  Prior to
its replacement, the Company issued a total of 12,195,652 warrants to RCF III
in payment for providing the Guarantee.

In
addition to the offtake and loan agreement with Boliden, the Company also
entered into a technical services agreement with Outokumpu Oyj ("Outokumpu"),
a related company to Boliden, whereby Outokumpu will supply certain technical
equipment and services to the Neves-Corvo mine.

On
June 18, 2004 the Company completed the acquisition of Neves-Corvo through
the purchase of 100% of the common shares of Somincor from EDM and RTG for a
total purchase price of 128 million (approx. US$155 million).
 In addition, approximately 12.5 million of the outstanding debts
and shareholder loans within Somincor (totalling approx. 27.6 million at
2003 year end) were settled with funds generated from the operation of the
Neves-Corvo mine in 2004.

On
July 5, 2004, the Company commenced trading of its common shares ("Shares")
on the Toronto Stock Exchange, (the "TSX"), and was concurrently delisted
from trading on the TSXV.

On
December 21, 2004, the Company announced that it had refinanced the Debt
Facility with a syndicate of banks, Bayerische Hypo-und Vereinsbank AG ("HVB"),
SG Corporate & Investment Banking and Standard Bank.  The total
amount of the debt financing was reduced to US$85 million and was comprised
of a US$50 million debt facility with the existing syndicate of banks and a
US$35 million (27 million) bond issue with Banco Commercial
Portuguese.

The
term of the US$50 million debt facility was reduced from eight years (under
the Debt Facility) to three and a half years, and the rate of interest was
reduced from LIBOR plus 2.5% to LIBOR plus 2.25%.  Payments are to be made
in semi-annual instalments and the facility may be prepaid in full or in part at
any time without penalty.  The term of the US$35 million (27 million)
bond issue is five years, and repayment is not required until the end of the
term.  The rate of interest to be paid to the bondholders is EURIBOR plus
2.175% until the term loan is repaid, when the margin will be reduced to 1.875%.
 Again, under the terms of the bond issue, the Company is required to
maintain the current copper price protection program, but not add to it beyond
2008.

In
late December 2004, the Company purchased RTG's Price Participation Rights
(49%) for US$22 million and on January 18, 2005, the Company completed
the purchase of the remaining Price Participation Rights from EDM (51%) for
US$26 million. In addition to acquiring the Price Participation Rights,
Somincor also entered into a ten-year exploration agreement with EDM, and
EuroZinc entered into a five-year technical assistance agreement with EDM.

The
EDM and RTG transactions were financed by a US$48 million loan facility
with HVB that was arranged for the acquisition of the Price Participation
Rights.  The RTG portion was drawn down on December 22, 2004, and the
EDM portion was drawn down on January 28, 2005.  This loan is
repayable through quarterly instalments, commencing January 31, 2005, that
are equal to the price participation payments that would have been payable to
RTG and EDM.  The term of the loan therefore depends on the future copper
price and production, but is subject to a maximum of eighteen months.  The
rate of interest on the loan is LIBOR plus 3.5%, payable quarterly.  The
loan was reduced to US$35.5 million when Somincor paid US$12.5 million
of the price participation payment for the fourth quarter of 2004.

During
2005, the Company's objectives are as follows:

- Complete
the planning and begin the development of the Neves-Corvo zinc rich zones;





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- Finalize
    on the production plans and economic justification for the re-opening of the
    Aljustrel Project and commence development;

- Reconfigure
    the Neves-Corvo tin plant in preparation for zinc production to begin in
    2006;

- Accelerate
    the mine site exploration drill programs with a focus on upgrading resources
    ateves-Corvo and Aljustrel;

- Accelerate
    exploration programs that are presently in progress on the prospective belt
    of rocks that hosts the Neves-Corvo and Aljustrel deposits; and

- Review
    opportunities in the Company's pier group of producers for possible
    accretive consolidation.



Significant
Acquisitions

On
June 18, 2004, the Company completed the acquisition of Neves-Corvo through
the purchase of 100% of the common shares of Somincor from EDM and RTG.  A
summary of this acquisition is provided in the preceding section.

ITEM
4:  NARRATIVE DESCRIPTION OF THE BUSINESS

General

The
Company's principal focus in recent years, prior to the acquisition of
Neves-Corvo, has been the development of the Aljustrel Project in Portugal on
which the Company has completed extensive drilling and metallurgical testwork.
 A final Feasibility Study was completed in 2000, which was updated in 2001
and 2004.  In June 2004, the Company completed the acquisition of
Neves-Corvo.  Neves-Corvo is an operating underground mine located in the
Iberian Pyrite Belt and has been a significant producer of copper since 1989 and
the operation of Neves-Corvo has become the primary focus for the Company.

The
Company's principal product is copper.  There is a worldwide copper
market into which the Company can sell copper that it produces, and as a result,
the Company is not dependent on a particular purchaser.  The Company has,
however, entered into an offtake agreement with Boliden pursuant to which the
Company will annually deliver and sell to Boliden approximately 50% of the
copper concentrate mined from Neves-Corvo.

For
the year ending December 31, 2004, the Neves-Corvo mine produced
95,687 tonnes of copper contained in concentrates.  Average grade of
copper ore treated over the year ended December 31, 2004 was 5.71%, with an
average recovery rate of 88.4%.  The mine's net cash cost per payable
pound of copper sold over the period was US$0.60, while the London Metal
Exchange's average price per pound of copper over the same period was US$1.30.
 Audited net profit for the mine for the year ended December 31, 2004
was US$80.5 million on gross sales revenue of US$254.7 million.

The
Company also conducts exploration activities on other properties in Portugal.
 The Company helds a 100% interest in the Malhadinha Concession, which was
consolidated in PA after the Company transferred its former 75% interest in the
concession at the same time that EDM's subsidiary, Exmin-Companhia de
Industria e Servicos Mineiros e Ambientais, S.A. ("Exmin"), transferred its
25% interest in the concession.  The Malhadinha Concession was formally
combined with the Company's 65.59% interest in the Estacao Concession during
2000. The Company initiated exploration activities on the



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Malhadinha
Concession in 2000. The Malhadinha Concession as previously stated expired on
the 30th of September 2004.

EuroZinc
has applied to the Portuguese Government, through its geology and mining
department, the General Directory of Geology and Energy ("DGGE" -
Direccao Geral de Geologia e Energia) for a new concession (524 sq km) that
surrounds Aljustrel Mining Lease and covers the prospective stratigraphy
northwestward to and including the Lousal mine, Granting of the concession is
expected to take place near the end of the 1st quarter or
sometime in the 2nd quarter of 2005.

The
Company does not anticipate that the renegotiation or termination of any
contract will have a material effect on the Company's business during 2005.

As
of December 31, 2004, the Company had 870 employees, 864 of whom
are located in Portugal.

Applicable
Government Regulation

The
Company's current and proposed material operations are in Portugal.
 Mineral exploration and development operations entail significant
governmental regulation.  More particularly, mining operations are subject
to government regulation including legislation, policies and controls relating
to exploration, development, production, environmental protection, mining taxes,
labour standards or changes in conditions under which minerals may be extracted
and marketed.  The effect of these factors cannot be accurately determined.

Mining
Laws

The
mineral estate in Portugal is owned by the State, which uses various tax
incentives, such as deductibility of capital expenditures, to encourage private
investment.  Mining activity is regulated by the Ministry of Economy ("MIE")
(formerly the Ministry of Industry and Energy).  This department holds the
rights for State-owned mineral resources and is empowered to grant exploration
and mining concessions through contracts, as well as to grant exploitation
licenses.

The
Government, through its geology
and mining department, the DGGE, is eager to promote further exploitation of the
country's resources, and to that end, has taken an active role in promoting
exploration.  The DGGE is part of the Central Administration and is also
subordinate to the MIE.  The DGGE is responsible for geological data and
the research on the potential of the country's geological resources, as well
as their extraction and processing.  The DGGE is also vested with the right
to negotiate and underwrite exploration and mining contracts for State-owned
geological resources.  EDM is a holding company representing the Portuguese
State interests in the mining sector, and was the major shareholder in Somincor,
Empresa Nacional de Uranio, S.A. and Exmin, with interests in copper, tin, zinc,
lead, uranium, and industrial minerals mining operations in Portugal.

Exploration
Concessions

Exploration
rights in Portugal may be granted by the MIE to individuals, single companies or
joint ventures, provided that they can demonstrate technical and financial
competence to conduct the exploration effectively.  Exploration contracts
must include a discussion of mutual rights and obligations, the area of work and
its boundaries, the nature of the resources to be explored, the initial duration
period, renewal terms, work program, minimum expenditure and further specific
terms.



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The
exploration party must start the work no later than three months after the
contract has been underwritten (with exceptions where mutually agreed), carry
out work according to the proposed work program, provide acceptable half-yearly
reports, provide yearly proposed work programs, maintain drill core for delivery
to the DGGE at the end of the contract period, and compensate third parties for
any damages caused by exploration activities.

The
duration period of each exploration contract, including possible renewals, is
not more than five years, and in each renewal the initial area applied for must
be reduced by 50%.  At the end of the five-year term, the company must
enter into a new exploration contract or apply for an exploitation concession in
order to continue work on the property.  While a company is not supposed to
have priority over other applicants, in practice if a company has complied
diligently with the terms of its exploration contract, the company will have
priority for the new contract.

Exploitation
Concessions

The
holder of an exploration concession has the exclusive right to apply for an
exploitation concession concerning the area included in the exploration
contract.  The administrative contract of exploitation will include mutual
rights and obligations, the comprised area and mineral deposits, the duration
period of the concession, the amount of the bond, fees to be paid, conditions
for renewal, and other specific provisions regarding each contract.

The
duration period of the exploitation concession will take into account technical
and economic data, namely the estimated life period of the mineral deposit under
normal conditions of exploitation.

Implications
to the Company of Portuguese Mining Laws

In
the case of the Aljustrel and Neves-Corvo Projects, the concessions are already
permitted for mining, and in respect of Neves-Corvo and if mining operations
were to resume on Aljustrel, the Company's Portuguese subsidiaries are subject
to laws governing the operation of mines, including taxes, labour standards,
occupational health, waste disposal and mine safety.  In particular, the
Company is subject to the "Safety and Hygiene General Regulation on Mines and
Rock Mills" (Decreto - Lei No.  162/90, 22 de Maio), a comprehensive
law governing mining operations in Portugal.  This law requires employers
such as the Company's Portuguese subsidiaries to, among other things, educate
employees about safety and risk prevention; file mining plans with the
government that detail means of egress, location of fuel sources and
distribution diagrams for electricity, water and air; and comply with
specifications for mine access, mine shafts and extraction machinery.

Production
royalty rates to the Portuguese government are set at 3% of the net smelter
returns for mineral concessions granted since 1990, which is applicable to the
Company's recently applied for  Malhadinha and Neves-Corvo exploration
concessions but not to the Aljustrel mining lease, to which no government
royalty applies since such concession is older and is therefore exempt.
 With respect to Neves-Corvo, under the Neves-Corvo Mining Concession
Agreement Somincor must pay, at the State's discretion, either a
profit-related royalty of 10% of the net annual result (after all income tax and
charges), or a revenue-based royalty of 1% (ex-mine value of mining products).
 The revenue-based royalty may be reduced by 0.25% provided that the
corresponding amount of such percentage is spent on mining development
investment.

The
Malhadinha and Neves-Corvo concessions are exploration concessions, which allow
the Company's Portuguese subsidiaries to carry out typical exploration
activities, such as sampling, trenching and drilling, without having to obtain
additional permits.  Additionally, the Company's Portuguese subsidiaries
must obtain the consent of landowners for trenching and drilling activities.
 When the



---

-
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Company's
Portuguese subsidiaries wish to convert an exploration concession to a mining or
exploitation concession to develop a deposit, then the Company's Portuguese
subsidiaries must go through the entire mine permitting process.

Environmental
Laws

Mining
exploitation concessions of more than 5 hectares and/or with an annual
production rate above 150,000 tonnes are subject to an environmental impact
assessment.

Implications
to the Company of Environmental Laws

On
the Company's exploration concessions, the environmental compliance
requirements are not significant while the Company's Portuguese subsidiaries
are conducting exploration activities; any surface disruption through trenching
or drilling must be remediated.

The
Company's Portuguese subsidiaries would be subject to an environmental impact
assessment with respect to all properties in Portugal that are not currently
permitted for mining.  When the Company's Portuguese subsidiaries applies
to convert its exploration license to a mining license it would be subject to a
full assessment that would include water, biology, social, and other aspects of
the environment.

Risk
Factors

In
addition to those risk factors discussed elsewhere in this AIF, EuroZinc or its
subsidiaries are subject to the following risk factors:

History
of Net Losses; Uncertainty of Additional Financing

Prior
to the acquisition of Somincor, the Company had incurred, on a consolidated
basis, losses since inception. The exploration and development of the Company's
properties therefore depends on the Company's ability to obtain additional
required financing.  There is no assurance that the Company will be
successful in obtaining the required financing, which could result in the loss
or substantial dilution of its interest (as existing or as proposed to be
acquired) in its properties as disclosed herein.  The consolidated
financial statements do not include any adjustments that might result from the
outcome of that uncertainty.

Dividends
Unlikely

The
Company has not paid any dividends since the date of its formation, and it is
not anticipated that dividends will be declared in the short or medium term.

Fluctuation
of Mineral Prices

Factors
beyond the control of the Company may affect the marketability of any metals (or
any other minerals) discovered.  Resource prices have fluctuated widely,
particularly in recent years.  Resource prices are affected by numerous
factors beyond the Company's control including international, economic and
political trends, expectations of inflation, currency exchange fluctuations,
interest rates, global or regional consumptive patterns, speculative activities
and increased production due to new extraction developments and improved
extraction and production methods.  The effect of these factors cannot
accurately be predicted.





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-
14 -



Foreign
Currency Fluctuations

The
Company's current operations in Portugal render it subject to foreign currency
fluctuations, which may materially affect its financial position and results.
 For example, zinc and copper are generally sold at prices stated in
U.S. dollars, while costs incurred are paid in the currency of the country
in which the activities are undertaken (Portugal, in the case of the Company).
 The Company has from time to time, engaged in currency hedging to try to
protect the downside risk of currency fluctuations.

The
most important exchange rate for the Company is currently the rate between the
U.S. dollar and the Euro.  While the Company is funding work in Portugal,
the Company's results could be impaired if the U.S. dollar weakens relative to
the Euro.

Prior
to the commencement of production, the strength of the U.S. dollar affects
the Company's financial condition only to the extent that funds are held in
U.S. dollars from time to time, in which case a weak U.S. dollar
relative to the Canadian dollar or the Euro could impair the Company's
financial results.  In respect of Neves-Corvo and if the Company commences
production at Aljustrel and generate revenues, a weak U.S. dollar relative
to the other currencies could also impair the Company's financial results
since the smelters pay for concentrate in U.S. dollars while the majority
of costs would be in Euros.

Risks
Inherent in Mining

The
business of exploring for minerals is inherently risky by its nature. Few
properties that are explored are ultimately developed into producing mines.

Mineral
properties are often non-productive for reasons that cannot be anticipated in
advance. Even after the commencement of mining operations, such operations may
be subject to risks and hazards, including environmental hazards, industrial
accidents, unusual or unexpected geological formations, ground control problems
and flooding. The occurrence of any of the foregoing could result in damage to
or destruction of mineral properties and production facilities, or result in
personal injuries, environmental damage, delays or interruptions of production,
increases in production costs, monetary losses, legal liability and adverse
government action.

EuroZinc
maintains insurance against risks that are typical in the mining industry in
amounts that it believes to be reasonable. However, insurance against certain
risks, including certain liabilities for environmental pollution, may in the
future not be available to EuroZinc or to other companies within the industry.
As the life of a mine is limited by its mineral reserves, EuroZinc continually
seeks to replace and expand mineral reserves through the exploration of our
existing properties, as well as through the acquisition of interests in new
properties or in companies active in the acquisition of mining properties or
companies.

Mineral
Reserves and Resources

The
mineral reserves and resources described in this document are estimates only and
no assurance can be given that inferred, indicated or measured mineral resources
will be moved to higher confidence levels or that any additional proven or
probable reserves will be discovered or that any particular level of recovery of
minerals will in fact be realized or that identified mineral resources will ever
qualify as a commercially mineable (or viable) ore body which can be legally and
economically exploited.  In addition, the grade of mineral resources
ultimately mined may differ from that indicated by drilling results and such
differences could be material.  Material changes in mineral resources,
grades, stripping ratios or recovery rates may affect the economic viability of
projects.  Estimated reserves may have to be recalculated based on actual
production experience.  Market price fluctuations of metals, as



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well
as increased production costs may lead the Company to determine that it is not
economically feasible to continue commercial production at Neves-Corvo or to
continue development activities at Aljustrel.

Operations/Environmental

The
business of mineral exploration and mining is subject to a number of risks and
hazards including environmental hazards, industrial accidents, labour disputes,
encountering unusual or unexpected geologic formations or other geological or
grade problems, unanticipated changes in metallurgical characteristics and
mineral recovery, encountering unanticipated ground or water conditions,
cave-ins, pit wall failures, flooding, rock bursts, periodic interruptions due
to inclement or hazardous weather conditions, and other acts of God or
unfavourable operating conditions.  Such risks could result in damage to,
or destruction of mineral properties or processing facilities, personal injury
or death, loss of key employees, environmental damage, delays in mining,
monetary losses and possible legal liability.  The Company is not currently
covered by any form of liability insurance with respect to its mineral
exploration or development operations.  See "Insurance Risk", below.

The
Neves-Corvo Mine inherently has a number of potential environmental risks, due
to its size and scale, location (close to the Oeiras River) and the nature of
the mineral deposit (pyritic, with heavy metals) (see "Mining Operations,
Environmental Issues").  WAI has estimated that the mine closure costs
will approximate 100 million. As the closure fund has only accumulated
14 million to date, an additional 86 million will need to be
funded from operations on a monthly basis.

Insurance

No
assurance can be given that insurance to cover the risks to which the Company's
activities are subject will be available at all or at economically feasible
premiums.  The Company currently maintains insurance within ranges of
coverage that it believes to be consistent with industry practice for companies
of a similar size and stage of development. The Company is not currently covered
by any form of liability insurance with respect to its mineral exploration or
development operations, nor is it currently covered by any form of political
risk insurance.  The Company is not currently covered by any form of
environmental liability insurance, since insurance against environmental risks
(including potential for pollution or other hazards as a result of the disposal
of waste products occurring from production) is not generally available to the
Company or to other companies within the industry.  The payment of any such
liabilities would reduce the funds available to the Company.  In the case
of environmental compliance-related liabilities, if the Company is unable to
fund fully the cost of remedying an environmental problem, it might be required
to suspend operations or enter into interim compliance measures pending
completion of the required remedy.

Production
and Cost Estimates

The
Company has prepared estimates, and relies on the estimates of consultants and
management, of future production and cash costs in respect of the Neves-Corvo
and Aljustrel projects.  There is no assurance that such estimates will be
achieved.  Failure to achieve such production or cost estimates could have
an adverse impact on the Company's future cash flows, results of operations
and financial condition.  Actual production from Neves-Corvo or from
Aljustrel, if placed into production, may vary from such estimates for a variety
of reasons such as: the actual ore mined varying from estimates of grade,
tonnage, dilution and metallurgical and other characteristics; risks and hazards
associated with mining (discussed under "Operations Risks"); and unexpected
labour shortages or strikes.





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16 -



Statutory
and Regulatory Compliance

The
current and future operations of the Company, from exploration through
development activities and commercial production, if any, are and will be
governed by laws and regulations governing mineral concession acquisition,
prospecting, development, mining, production, exports, taxes, labour standards,
occupational health, waste disposal, toxic substances, land use, environmental
protection, mine safety and other matters.  Companies engaged in
exploration activities and in the development and operation of mines and related
facilities generally experience increased costs and delays in production and
other schedules as a result of the need to comply with applicable laws,
regulations and permits.  Furthermore, there can be no assurance that all
permits which the Company may require for exploration, construction of mining
facilities and conduct of mining operations will be obtainable on reasonable
terms or on a timely basis, or that such laws and regulations would not have an
adverse effect on any mining project which the Company may undertake.  As
the Company's principal properties are in Portugal, the Company and its
subsidiaries will need to comply with the applicable laws, regulations and
policies of such country and may face additional risks related to uncertain
political and economic environments, changes in laws or policies, foreign
taxation, delays or the inability to obtain necessary governmental permits and
increased financing costs.  Existing and possible future environmental
legislation, regulations and actions could cause additional expense, capital
expenditures, restrictions and delays in our activities, the extent of which
cannot be predicted.

Failure
to comply with applicable laws, regulations and permits may result in
enforcement actions thereunder, including orders issued by regulatory or
judicial authorities requiring operations to cease or be curtailed, and may
include corrective measures requiring capital expenditures, installation of
additional equipment or remedial actions.  The Company or its Portuguese
subsidiaries may be required to compensate those suffering loss or damage by
reason of its mineral exploration and mining activities and may have civil or
criminal fines or penalties imposed for violations of such laws, regulations and
permits.  The Company is not currently covered by any form of environmental
liability insurance.  See "Insurance Risk", above.

Existing
and possible future laws, regulations and permits governing operations and
activities of mining companies, or more stringent implementation thereof, could
have a material adverse impact on the Company and cause increases in capital
expenditures or production costs or reduced levels of production at producing
properties or require abandonment or delays in development of new mining
properties.

Employee
Relations

A
prolonged labour disruption at Neves-Corvo or at Aljustrel could have a material
adverse effect on the Company's ability to achieve its objectives with respect
to such properties and its operations as a whole.

The
proposed increase in production at Neves-Corvo in the EuroZinc Life of Mine Plan
(the "EuroZinc LOM Plan") depends on optimization of the workforce schedule
as described in the WAI Report.  As such optimization is outside of the
Company's control, there is no assurance that such a production increase can
be achieved.

Repatriation
of Earnings

Repatriation
of earnings to Canada directly from Portugal is subject to withholding taxes of
10%.  There can be no assurance that additional restrictions on earnings
from Portugal will not be imposed in the future.



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Dependence
on Key Management Employees

The
Company's development to date has depended, and in the future will continue to
depend, on the efforts of key management employees, namely, Colin Benner
(Chief Executive Officer and Vice-Chairman) and Alvin Jackson (Chief Operating
Officer and President). Loss of any of these people could have a material
adverse effect on the Company. Although the Company has employment agreements in
place with Mr. Jackson, Mr. Benner, AJ Ali (Executive Vice President,
Chief Financial Officer, and Ronald Ewing (Executive Vice President, Corporate
Affairs), the Company has no key man insurance with respect to any of its key
employees.

Conflicts
of Interest

Certain
of the Company's directors and officers serve as directors or officers of
other reporting companies or have significant shareholdings in other reporting
companies.

Competition

Significant
and increasing competition exists for mineral deposits in each of the
jurisdictions in which the Company conducts operations.  As a result of
this competition, some of which is with large established mining companies with
substantial capabilities and greater financial and technical resources than the
Company, the Company may be unable to acquire additional attractive mining
claims or financing on terms it considers acceptable.  The Company also
competes with other mining companies in the recruitment and retention of
qualified employees.  The market for the Company's products tends to be
commodity oriented rather than company oriented.  Accordingly, the Company
expects to compete by keeping its production costs low through the judicious
selection of properties to develop, and through keeping overhead charges
controlled.

Price
Fluctuations:  Share Price Volatility

In
recent years, the securities markets in the United States and Canada have
experienced a high level of price and volume volatility, and the market price of
securities of many companies, particularly those considered development stage
companies, have experienced wide fluctuations in price which have not
necessarily been related to the operating performance, underlying asset values
or prospects of such companies.  There can be no assurance that continual
fluctuations in price will not occur.  During 2004, the price of the
Company's Shares listed on the TSX and TSXV before listing on the TSX ranged
from $0.28 to $0.87.

Political

The
company operates or holds investments internationally in Portugal and the USA.
EuroZinc does not regard the nature of these countries as a deterrent to
operations or investment. EuroZinc does not currently maintain political risk
insurance.

Mineral
Projects

Neves-Corvo

In
March of 2004, Wardell Armstrong International ("WAI") produced an
independent technical report under NI 43-101, that was revised and dated
May 7, 2004 (the "Wardell Report") on the Neves-Corvo copper mine. As
part of the Wardell Report staff from WAI completed a site visit from
November 28 to December 4, 2003 to review data and visit the
operations.  In connection with the



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-





preparation
of the Wardell Report, WAI reviewed data provided by Somincor and their
consultants of the Neves-Corvo mine property, and drew its own conclusions
therefrom, augmented by its direct field examination.  WAI did not carry
out any independent exploration work, drill any holes nor carry out any sampling
and assaying.  WAI did not perform any estimation of resources and reserves
at Neves-Corvo, but reviewed the estimates performed by mine personnel, examined
the procedures used and reviewed in-house procedures in arriving at statements.
 While exercising all reasonable diligence in checking and confirming it,
WAI relied upon the data presented by Somincor and EuroZinc in formulating its
opinion.

Unless
stated otherwise, the following disclosure regarding the Neves-Corvo mine is
primarily summarized from the Wardell Report, which readers are encouraged to
review in its entirety on SEDAR at www.sedar.com.
 Disclosure in this AIF dated subsequent to the Wardell Report is provided
by EuroZinc and is not derived from the Wardell Report.

Property
Description and Location

The
Neves-Corvo polymetallic base metal deposit is located within the western part
of the world-class Iberian Pyrite Belt ("IPB").  The mine is situated
in the Alentejo province of southern Portugal, some 15 km to the southeast
of the town of Castro Verde.  The area has an excellent transport network
with international airports at Faro some 80 km to the south and Lisbon
150 km to the northwest.

The
Neves-Corvo operations consist of the following facilities:

- Underground
    mine, copper and tin processing facilities and central administration,
    training and environmental offices at the mine site;
- A
    railway spur line, concentrate storage buildings, ship loading facility and
    offices at Setubal;
- Sand
    extraction facilities; and
- Lisbon
    office.

The
mining operations at Neves-Corvo are contained within a mining concession
agreement (the "Neves-Corvo Mining Concession") between the State and
Somincor covering 13.5 km2, located in the parishes of Santa
Barbara de Padroes and Senhora da Graca de Padroes, counties of Castro Verde
and Almodovar, district of Beja.  The Neves-Corvo Mining Concession
provides the rights to exploit the Neves-Corvo deposits for copper, zinc, lead,
silver, gold, tin and cobalt for an initial period of fifty years (from 24
November 1994) with two further extensions of twenty years each.

Under
the Neves-Corvo Mining Concession, Somincor is obliged to:

- advise
    the government of any changes contemplated in the share ownership of the
    company;
- submit
    annual operating plans to the State's technical advisor for approval;
- undertake
    the investigations and reconnaissance necessary to complete the evaluation
    of the mineral resources occurring in the concession and to proceed to their
    exploitation, subject to a technical, economic and financial feasibility
    study;



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23 -

- use
    Portuguese metallurgical refineries/smelters, if such should come into
    existence in the country and provided they offer competitive international
    terms; and
- pay,
    at the State's discretion, either a profit-related royalty of 10% of the
    net annual result (after all income tax and charges), or a revenue-based
    royalty of 1% (ex-mine value of mining products).  The revenue-based
    royalty may be reduced by 0.25% provided that the corresponding amount of
    such percentage is spent on mining development investment.  EuroZinc
    has used a rate of 0.75% in its financial model, being the rate formerly
    applied to Somincor. The Company, however, is currently paying the profit
    related royalty.

Under
the terms of the purchase of Somincor the Neves-Corvo Mining Concession will be
amended concurrently with closing of the purchase to reflect certain changes
resulting from the transfer to full private ownership of the Neves-Corvo Mine.
 The terms and key obligations summarised above will continue to apply
under the amended concession agreement, with certain additional obligations
being imposed on Somincor, including a requirement to provide security by means
of a bank guarantee in the amount of 2.5 million within 60 days
following the date of the amendment and an obligation to obtain the consent of
the Government of Portugal to reductions in staff in excess of 10% in each year.

After
closing the acquisition of Neves-Corvo, EuroZinc applied to DGGE for a new
exploration concession (the "Exploration Concession") surrounding the
Neves-Corvo Mining Concession and extends northwestward to adjoin the southern
boundary of the recently applied for Malhadinha concession.  This process
is expected to take 5-6 months for the approval of the proposed work
program by DGGE's technical division through to signing by the Minister of
State.  The concession that has been applied for is for a 5 year
period with no reduction in area.

The
prevailing income tax rate applicable to the Neves-Corvo Mine is 27.5% made up
as to a federal tax of 25% and a municipal tax of 2.5%.

Accessibility,
Climate, Local Resources, Infrastructure and Physiography

Neves-Corvo
is connected by a good road into the national road network and is approximately
a one-and-a-half hour drive from either Faro to the south or Lisbon to the
north.  In addition, the mine has a dedicated rail link into the Portuguese
rail network and on to the port of Setubal where the mine has a private harbour
facility for concentrate shipments.

There
are no major centres of population close to the mine, although a number of small
villages with populations numbered in the hundreds do lie within the Neves-Corvo
Mining Concession.  WAI does not believe that mining activities have a
direct impact on any of these small settlements.

The
topography around the mine is relatively subdued, comprising low hills with
minimal rock outcrop.  The mine collar is 210 m above sea level.
 The area supports low intensity agriculture confined to stock rearing and
the production of cork and olives.

The
climate of the region is semi-arid with an average July temperature of 23oC
(maximum 40oC) and an average minimum temperature in winter of 3.8oC.
 Rainfall averages 426mm, falling mainly in the winter months.





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Mine
site infrastructure includes a main headframe, two process plants, paste plant,
rail facility, offices, surface workshops, mine store, laboratory, change house,
medical building, restaurant, weighbridge, gatehouse, concentrate storage, etc.

Fresh
water is supplied to the mine via a 400 mm diameter pipeline from the Santa
Clara reservoir, approximately 40 km west of the mine.  Supply
capacity is 600 m3/hr while storage facilities close to the mine
hold thirty days' requirements.  The total water requirement for the mine
and plant is estimated at over 350 m3/hr with as much as 75% of
the volume being reused.

The
mine is connected to the national electrical grid by a single 150 kilovolt
(50 million volts per year rated) overhead power line 22.5 km long.

The
Neves-Corvo Mining Concession provides sufficient surface rights to accommodate
the existing mine infrastructure and allow expansion if required.

History

The
Neves-Corvo orebodies were discovered in 1977 after a period of exploration
drilling which was planned to test a number of favourable gravity anomalies.
 Following discovery, Somincor was formed to exploit the deposits, and by
1983, the Corvo, Graca, Neves and Zambujal sulphide deposits had been partially
outlined covering an area of some 1.5 km x 2 km.

RTG
became involved in the project in 1985 effectively forming a 49:51% joint
venture with the Portuguese government (EDM).  This change in shareholding
led to a reappraisal of the project with eventual first production commencing
from the Upper Corvo and Graca orebodies on 1 January 1989, achieving 1Mt
in that year.  Total capital cost for the mine was approximately
US$350 million.

During
the development of the mine, significant tonnages of high-grade tin ores were
discovered, associated with the copper mineralization, which led to the rapid
construction of a tin plant at a cost of some US$70 million.  The
plant was commissioned in 1990 and in that year some 270,000t of tin-bearing ore
was treated.  This was followed between 1992-1994 by a major mine deepening
exercise, at a cost of US$33 million, to access the Lower Corvo orebody
through the installation of an inclined conveyor ramp linking the 700 and 550
levels.

The
mine has operated continuously since 1989 and annual production of copper metal
in concentrate since 1997 has ranged between 76.3-114kt with an additional
0.35-3.5kt of tin metal in concentrate.

In
recent years the copper ores have been treated at a rate of approximately
1.7Mtpa compared with an installed capacity of 1.85Mtpa.  A summary of the
recent performance of the copper plant is given below.

Copper Plant Production
        Data 1997-2004Year
      2000
      
      2001
      
      2002
      
      2003
      
      2004(1)kt
        treated
      1,342
      
      1,672
      
      1,739
      
      1,700
      
      1,900Feed
        Cu %
      4.79
      
      4.74
      
      5.08
      
      5.33
      
      5.71Recovery
        %
      86.04
      
      85.34
      
      86.97
      
      85.52
      
      88.39




Note:

(1)   
Data for 2004 post-dates the Wardell Report



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Maximum
production was achieved in 1998 (1.806Mtpa).  The copper head grade fell
below 5% Cu in the years 1998 to 2001, but from 2002 to 2004 this figure was
exceeded.  Since 1997, copper recovery ranged from 85.34% to 86.97%. In
2004, the mine produced 1.9 Mt grading 5.7 % copper with an average
recovery of 88 %.

Historical
operating and capital costs are shown in the Table below.

|Operating
      and Capital Costs 1997-2004
|-------------------------------------------
|Parameter                                  
|Tonnage
      Milled                       
|Operating
      Costs                      
|Unit
      Costs                           
|Capital
      Costs                        

Note:

(1)   
Year 2000 costs affected by industrial action

(2)   
Data for 2004 post-dates the Wardell Report





Geological
Setting

Neves-Corvo
is located in the western part of the IPB which stretches through southern Spain
into Portugal and which has historically hosted numerous major stratiform
volcanogenic massive sulphide ("VMS") deposits including the famous Rio
Tinto mine, worked for gold and copper since Roman times.

Deposits
within the IPB vary in size from a few hundred thousand tonnes to >200Mt, and
also vary mineralogically from massive pyrite, through complex sulphides to
gold-rich ores.  They occur at different levels and different settings
within the Volcanic Siliceous Complex ("VCS") which has been dated at Upper
Devonian to Lower Carboniferous in age.  The VCS comprises fine grained
clastic sediments and felsic to mafic volcanics, underlain by the Phyllite-Quartzite
Group of Lower Devonian age and overlain conformably by Upper Visean Flysch
Group rocks characterized by a thick clastic succession of greywackes and shales.

The
massive sulphide deposits are generally interpreted as syngentic in origin,
ranging from sulphide precipitates to re-worked sulphide/silicate sediments,
lying close to acid submarine volcanic centres.

The
Neves-Corvo deposits are located at the top of a dominantly volcanic sequence of
the VCS which consists of three piles of acid volcanics separated by shale
units, with a discontinuous black shale horizon immediately below the lenses.
 Above the mineralization, there is a repetition of volcano-sedimentary and
flysch units.  The whole assemblage has been folded into a gentle anticline
orientated NW-SE which plunges to the southeast, resulting in orebodies
distributed on both limbs of the fold.  All the deposits have been affected
by both sub-vertical and low angle thrust faults, causing repetition in some
areas.

Mineralization
is also concentrated within the footwall and hangingwall rocks, and although the
deposits are similar to others found in the IPB, the high copper, tin and zinc
grades are unique and the strong metal zonation patterns are well developed.



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Exploration

Somincor
has historically completed exploration programs within its mining lease to
identify new deposits, extend known deposits and upgrade resources from inferred
to indicated and measured categories.  To date, this process has been
undoubtedly successful in that the mine commenced production with a resource of
approximately 30Mt, while approximately 22Mt have been mined since then,
although there is still a resource base of about 23Mt in the Measured and
Indicated categories and 7.5Mt in the Inferred category.

In
addition, exploration drilling by Somincor has been conducted in the surrounding
exploration licence through the follow-up of numerous gravity anomalies.

WAI
has reviewed the exploration data and is satisfied that it has been undertaken
in a systematic and proficient manner both within the mine area and surrounding
exploration concession.

Exploration
work within the Neves-Corvo Mining Concession has concentrated primarily on the
extension of known orebodies by both underground and surface drilling, and in
particular, areas that are relatively close to surface.  As such, Zambujal
and the adjoining bridge mineralization to Lower Corvo have been a recent target
for continued assessment.

Moreover,
recent underground drilling has identified some very important bridge Fissural
Copper mineralization, originally identified from surface drilling, between the
Lower Corvo and Lombador orebodies.  Initial results indicate that the
potential exists to define a new resource in this area, although additional
drilling is required to bring this mineralization into a classified resource.

Drill
programs are completed from surface and underground workings within the mining
lease and in 2005 about 11 km have been budgeted for ongoing exploration
and resource delineation. The 2005 drill program will focus on upgrading
inferred copper resources at Zambujal and Corvo-Lombador 'bridge' area,
testing the western edge of the Neves deposits, as well as the upgrading of
indicated copper resources at Neves and Corvo to the measure category. These
works are augmented by an underground face sampling program, especially in drift
and fill developments and stopes.

EuroZinc
reports that exploration on the surrounding exploration concession (77 sq km
concession expired in November 2004) has focused on testing a number of gravity
anomalies by diamond drilling (approximately 34 km). This work has
identified the target stratigraphic horizon that hosts the Neves Corvo massive
sulphide deposits and in a number of holes intersected stockwork and massive
sulphide mineralization, albeit of uneconomic thicknesses or grades.

EuroZinc
has recently (subsequent to the Wardell Report) applied with the DGGE for the
Exploration Concession (549 km sq) that surrounds the mining lease and
covers the massive sulphide stratigraphy to the northwest up to the Messejana
Fault. This Exploration Concession is contiguous with another recently applied
for concession (524 km sq) by EuroZinc that surrounds the Aljustrel mine area
and extends northwestwards to the Lousal mine and covers both the Neves Corvo
and Aljustrel stratigraphic 'trends' below the Tertiary sediments of the
Sada Basin Formation. Both concessions are expected to be granted sometime in
the 2nd quarter of 2005 and EuroZinc is currently compiling the
available historic data.

Once
the concessions are granted, EuroZinc will start an extensive systematic
exploration program that will be carried out over the next several years. The
initial program will consist of re-processing historic gravity and magnetic data
using new 3D inversion software only available to the market in the last
few years and never used in the IPB. This work is expected to help reduce the



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background
gravity anomalies caused by formational or structural repetitions and identify
more discrete anomalies that will be tested by diamond drilling. In addition to
reprocessing of geophysical data, detailed volcanic facies mapping and
lithogeochemical studies will be completed to help identify vectors to
mineralization. The above programs along with new geophysical and geochemical
surveys will be compiled in a geographic information system to aid in target
identification.

Mineralization

The
following descriptions relate to the deposits in their original state, prior to
mining.

Corvo

The
Corvo orebody lies between 280 - 800 m below surface, dips to the
northeast at 10-40o and has dimensions in plan of approximately 1,100 m
down dip and 600 m along strike.  The orebody attains a maximum
thickness of 95 m and consists of a basal layer of copper ore up to
30 m thick, overlain by barren pyrite containing intermittent lenses of
copper mineralization.

The
main massive sulphide orebody is predominantly overlain by a complex mineralized
sequence known as "Rubane" which comprises an assemblage of chloritic
shales, siltstones and chert-carbonate breccias that are all mineralized with
cross-cutting and bedding-parallel sulphide veinlets and occasional thin lenses
of massive sulphides.  The sulphides are predominantly copper-rich and
Rubane ore constitutes over 15% of the total copper content of Corvo.  Rubane
mineralization is interpreted as a stockwork emplaced in the hanging wall of the
massive sulphide by low angle reverse faults (thrust faults).  Cupriferous
sulphide stockwork zones (fissural mineralization), consisting of veinlet
sulphides cutting footwall shales and acid volcanics, underlie the massive
sulphide lens over part of its area.

Tin-rich
ores occur closely associated with the copper ores, principally in the massive
sulphide material and Rubane.  Massive sulphide tin ore, also containing
high copper values, is distributed throughout the copper mineralization at Corvo
defining a north-south trend.  At the north end, near the edge of the
massive sulphides, the Rubane has high grades of tin and the underlying
stockwork also contains tin ores.  Zinc mineralization develops laterally
to the southeast of the copper and tin ores within the massive sulphide.

Graca

The
Graca orebody, which is now mostly worked out with the exception of a small
extension to the southeast, lies on the southern flank of the anticline and dips
to the south at 10-70o.  The lens is up to 80 m thick extends for
700 m along strike, 500 m down dip and ranges in depth below surface
from 230-450 m.  The orebody is linked to Corvo by a bridge of thin
continuous sulphide mineralization.  As with Corvo, much of the copper ore
occurs as a basal layer overlain by barren pyrite in which there are also
intercalations of copper ore.

Massive
sulphide tin ores occur as a trend through the copper ores from northeast to
southwest, similar to that seen at Corvo.  However, there is no significant
development of Rubane, although stockwork copper ore is being exploited in the
southeast section of the orebody and extensions to this mineralization are being
investigated.  In the massive sulphide there is again strong lateral metal
zoning and zinc occurs preferentially in the southwest limit of Graca.



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Neves

Neves
consists of two lenses of mineralization, joined by a thin bridge, which dip to
north at 5-25o.  The maximum true thickness is 55 m with a strike
length of 1,200 m and 700 m down dip.  The southern lens, Neves
South, contains mostly zinc ore with significant lead, silver and copper grades
and minor barren pyrite, underlain by copper ore which is locally tin-bearing.
 Zinc mineralization tends to be very fine grained (<25m) and does
contain deleterious elements.

In
contrast, Neves North is copper-rich and occurs mainly as a basal massive
sulphide and as stockwork in the underlying shale and volcanic rocks.  The
stockwork is well developed and extends well beyond the limits of the massive
sulphide lens.

Zambujal

This
area comprises a series of zinc-rich lenses (with similar mineralogy to the zinc
mineralization at Neves South) with some copper mineralization which have been
defined from surface drilling providing an Inferred resource for this area.
 Eleven of the eighteen holes contain copper intervals with relatively low
grades (<4% Cu), but rich in zinc. Furthermore, on-going exploration has
discovered bridge mineralization linking it to Lower Corvo which is likely to
increase the resource base.

Lombador

This
deposit comprises continuous lenses of high grade zinc ore (>8%) with 2% lead
and 0.5% copper which has been defined at an Inferred category from surface
drilling.  The mineralization dips to the north at 20-40o, has a thickness
of 100 m and extends for 1,350 m down dip and 600 m along strike.

Earlier
exploration intersected a second lens north of Lombador that has the potential
to extend the zinc resource.  Copper mineralization is also present at
Lombador, but in minor quantities, although some potential exists in the bridges
with Corvo and Neves North that are likely to result in additional resource
definition.

Drilling
and Sampling

Introduction

Neves-Corvo
is a mature mining operation having been in production for nearly 15 years.
 Commensurate with this is the vast database of sample data that has been
accrued, and through time, reconciled against actual production data.

Exploration
Drilling

As
mentioned above, surface and underground exploration drilling is an on-going
operation at the mine.  The mine has consistently undertaken approximately
11-12,000 m of underground exploration drilling per year, by contractors
and in-house drill rigs, at a current cost of approximately 60/m.
 Typically, underground fan drilling would produce intersections on
approximately 35 m spacing.  In addition, surface drilling, often on a
spacing of 75-100 m, has successfully outlined a number of new exploration
targets such as Zambujal and Lombador, the latter by surface holes only.



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Grade
Control Drilling & Sampling

The
mine utilises two main forms of stope development, notably drift and fill where
the orebodies are thin and high grade and dip at between 15-45o, and bench and
fill where the ore must be >16 m thick, be of a single ore type, and dip
at >45o or <15o (mini bench and fill is used where the ore is
<10 m thick).

For
drift and fill, current grade control involves face sampling to a particular
pattern dependent on the ore type being sampled.  For massive ores,
6 panel samples are collected from a 5 x 5 m face
(originally, 9 samples were collected, but budget cut-backs and a general
overall agreement of sampling results led to the reduction).  For fissural
ores, 6 chip samples are collected across each face.

For
bench and fill, grade control requires the drilling of up to 12 core holes
in any one bench (more typically 6-8 holes) as blast holes cannot be used due to
the fact that chalcopyrite is washed out of the holes.  These results are
then used for stope definition and resource input.

Sampling,
Analysis and Security

Somincor's
laboratory is accredited by the Instituto Portugues Qualidade, renewed each
3 years and submitted annually to quality audits by the same Institute, and
also to internal audits.

The
laboratory has been accredited for 47 analytical methods and approximately
100 determinations.  Of these methods, 17 are for operational and
commercial purposes and 30 are needed for environmental controls.  The
laboratory is also responsible for sampling the concentrate leaving the mine by
train and at Setubal.

Laboratory
activity is ruled by written contracts signed by the client, stating for
example:

- Number
    and frequency of samples to be delivered to the Lab;
- Analytical
    methods;
- Period
    to report the results; and
- Security
    of data and samples.

The
laboratories regularly deal with three types of sample: underground production
samples, production drill core and exploration drill core.  Initial
preparation of these samples is common with drying at 105oC, crushing to
≤6.3 mm, riffle splitting, then milling to ≤1 mm.

The
underground production samples are bagged and a sample taken for XRF analysis.
 Similarly, the production and exploration drill core samples are also
analysed by XRF, but are also subject to further analysis by electrogravimetric
analysis if the copper grade is greater than 2 % copper.

WAI
inspected these facilities and protocols and was satisfied with the set up at
that time.

Quality
Assurance/Quality Control ("QA/QC") systems are in place and appear to work
satisfactorily.  In detail, these include:

- precautions
    are taken to prevent cross contamination;



---

-
26 -



- traceability
    records prevent errors in identification and insure the sample history can
    be followed as part of the analytical chain of custody;
- repeatability
    is evaluated by assaying duplicates every 20 samples and comparing them
    according to IS0 5725; and
- accuracy
    data is provided by using international reference materials.

With
regard to security of samples and data, Somincor states that:

- all
    records and reports are kept for 5 years (for underground production
    samples) and permanently for evaluation drill core samples;
- the
    samples are kept for a fixed period to perform new analysis if needed; and
- all
    personnel must follow rules of confidentiality as stated by the general
    working law, and complemented by individual signed Confidentiality
    Declarations.

In
summary, Neves-Corvo operates stringent sample preparation and analytical
procedures in full accordance with international standards.

Data
Verification

WAI
did not undertake a data verification exercise at Neves-Corvo as the original
brief for the due diligence study did not require such an investigation.
 Moreover, in a mature mine such as Neves-Corvo, there has been a constant
data verification process from sample data through to resource models and as
such, WAI was satisfied that any significant problems were dealt with as part of
the on-going process.

However,
as part of their study, WAI inspected a selection of drillhole sections, plans
and assay data, and concluded that no problems existed.

In
addition, WAI examined the orebody models with respect to the data input,
statistical analysis and variography, and again concluded that no errors were
identifiable.

Mineral
Resource and Mineral Reserve Estimates

Historically,
Neves-Corvo mine has used an in-house software system MineCad for resource and
reserve estimation, which over the years has provided robust and reliable
estimates.  However, this system is only capable of limited
three-dimensional analysis, and as the mine has developed, a need for true
three-dimensional modelling has come about.  As a consequence, during the
last two years, the mine has been moving over to using the VULCAN software
system which is better able to deal with the complex three-dimensional modelling
required at the mine.

Neves-Corvo
classifies resources according to the Australian Code for Reporting of
Identified Mineral Resources and Ore Reserves (1999), generally known as the
JORC code.  WAI are of the opinion that the JORC Code resource and reserve
categories are in all material respects equivalent to the resource and reserve
categories as defined by the Canadian Institute of Mining, Metallurgy and
Petroleum ("CIM") (2000) in Canada, and therefore the mineral resources
identified by Somincor are directly equivalent to the Measured, Indicated and
Inferred mineral resource as specified in NI 43-101.

---

-
27 -



Overall,
resource estimation and classification is based on the generation of block
models that are controlled by three-dimensional surface models of faults and ore
contacts.  In outlying areas of Inferred Resources, classical triangulation
methods are used, based on manual interpretations.  Grades are usually
estimated by ordinary kriging techniques, although the anisotropic Inverse Power
Distance may be used when it is not possible to obtain detailed modelling.

The
orebody modelling approach, using the places emphasis on the reconciliation of
grades and tonnages from actual production with those that are estimated.
Estimation methods are adjusted accordingly and, because of this, the resource
modelling may be considered to warrant a relatively high degree of confidence.
 Block sizes are 2 cubic metres for Measured Resources and 4 cubic
metres for Indicated and Inferred, depending on the information available.

The
resources are defined according to the dominant value metal present.  The
geological grade boundaries used are: tin ore - >1% Sn; copper ore - >2%
Cu; complex ore - >3.3% Zn.  In the case of ambiguity, tin takes
priority over copper content, which in turn overrides zinc.

The
Neves-Corvo mine has spent considerable time and effort on ascribing density
values to the various ore types for use in the modelling and resource estimation
processes.  WAI inspected the sample database and was generally satisfied
with the protocols adopted and results produced.  In addition, WAI briefly
inspected the variography used on several of the orebodies. The Neves-Corvo mine
has traditionally modelled each orebody and ore type separately, but has
effectively used a nested two-structure spherical variogram to model these data.
 WAI inspected these variograms and concluded that they do seem to be
appropriate.

The
selection of cut-off grades has been based on geological rather than economic
criteria.  The contacts of copper ore and waste in the massive sulphides
are not gradational over appreciable distances and little change is achieved in
the shape of the ore envelopes by varying the cut-off grade between 1.5% and
3.0% Cu.  Similarly, the high grade tin ores are defined by geological
rather than gradational contacts.  The zinc cut-off defines geologically
coherent zones within the sulphides, although the contacts are more gradational.
 WAI agreed that given the existing production scenario, the use of
geological grade cut-offs is appropriate.

The
Neves-Corvo mine implements the JORC system of resource classification and
applies the following guidelines:

- Measured
    Resources, which are the basis for short term planning, are derived from the
    underground borehole database, combined with underground mapping and stope
    sampling data.  In spatial terms, this involves 35 m spaced
    drillhole fans with or without galleries;
- Indicated
    Resources are derived from underground borehole data, again based on
    35 m spaced drill fans, and geological interpretation based on
    cross-sections of the orebody.  There may also be limited underground
    development; and
- Inferred
    Resources are calculated mainly from surface diamond drill hole data
    (occasionally supplemented by underground diamond drilling) and modelled
    using contour plans of the main ore contacts.

Somincor
uses the JORC code for resource classification, but presents their resource
total as an aggregated amount including Measured, Indicated and Inferred, which
is in contravention of the JORC



---

-
28 -



Code.
Historically, the copper resources are annually replenished and from exploration
data examined, it is likely that this trend will continue, certainly in the
short term.

For
the following mineral resource statement (subsequent to the Wardell Report),
EuroZinc depleted the resource statement that appears in the Wardell Report by
2003 (1.7 million tonnes grading 5.33% copper) and 2004 (1.9 million
tonnes grading 5.71% copper) production. Somincor is in the process of preparing
a new copper mineral resource statement that will conform with CIM Standards on
Mineral Resources and Mineral Reserves referred to in NI 43-01. It is
expected that the new mineral resource statement will be completed before the
end of the second quarter of 2005. The zinc resource is less well explored and
includes 26.2Mt at 6.4% Zn in the Indicated category and 24.2Mt at 5.55% Zn in
the Inferred category.

|Classified
      Resources (December 31, 2004)
|----------------------------------------------
|                                              
|Copper                                        
|                                              
|                                              
|                                              
|                                              
|Zinc                                          
|                                              

In
contrast to the resources, Somincor does not currently apply the JORC code to
their reserve statements.  For the purposes of Wardell Report, EuroZinc
took the Measured and Indicated resource as stated above and applied a 95%
recovery and global 13% dilution to provide a revised reserve statement on which
EuroZinc prepared its Life of Mine Plan. WAI confirmed that the procedures used
by EuroZinc in preparing that reserve statement were in accordance with JORC and
NI 43-101.  The reserve statement was used by WAI in preparing their
financial model.

For
the following reserve statement (subsequent to the Wardell Report) EuroZinc
depleted the reserve statement that appears in the Wardell Report by the 2004
production (1.9 million tonnes grading 5.71% copper). Somincor is in the process
of preparing a new copper mineral reserve statement that will conform with CIM
Standards on Mineral Resources and Reserves and the guidelines referred to in
NI 43-101.  It is expected that the new statement of reserves will be
completed before the end of the third quarter, 2005.

|EuroZinc
      Copper Reserve Statement (December 31, 2004)
|-----------------------------------------------------------
|Orebody                                                    
|Corvo                                                      
|Graca                                                      
|Neves                                                      
|Total                                                      
|                                                           
|Corvo                                                      
|Graca                                                      
|Neves                                                      
|Total                                                      
|EuroZinc Copper Reserve
      Statement (December 31, 2004)

|Total | Proven
      + Probable | 17,316 | 4.97
|----- | ----------------------- | ------ | ----



---

-
29 -

Production
Reconciliation

Historically,
Neves-Corvo has shown some discrepancy between reserve grade and production
grade, i.e., data collected from stope samples.  A study in 1996
indicated that produced tin grades consistently reconciled with the reserve
base, while copper values were some 7% less than predicted.  Reasons put
forward for this discrepancy included higher than expected dilution, and that
the evaluation method itself overvalued the resource, although efforts were
being made at the time to improve the situation.

More
recently, the mine has seen a trend of reserve grades being approximately 10%
lower than stope grades (data collected from stope drilling and face sampling),
with mill head grades fluctuating between these two values, but not above the
stope grades.

Discussions
with mine personnel have indicated that much of this discrepancy is likely to
stem from the type of grade control sampling being utilised, i.e., detailed
sampling of a face over a 5 m height in a drift and fill stope, or
similarly, analysis of grade control drillholes through a bench and fill stope
will tend to better reflect the complex mineralogy, and will often provide a
higher grade as the block modelling process, based on 35 m sample spacing,
will tend to provide a "smoother" grade profile with values interpolated
from the nearest samples.

Moreover,
35 m drill pierce points for measured resources appears to be fairly wide,
based on a brief review of the variography.  Resource modelling is
underestimating the grade and the possibility therefore exists that
mineralization is being left that is above the cut-off grade.

Thus,
in conclusion, WAI did not feel that there was a significant problem with
production reconciliation, although WAI recommended that more sampling at the
resource definition stage may negate the need for quite so much grade control
sampling during production.

Mining
Operations

Neves-Corvo
has been developed as an underground operation, exploiting a number of
polymetallic sulphide orebodies.  The mine hoists approximately 1.8Mt of
ore per year (1.9Mt in 2004) via a shaft from the 700 m level, whilst a
further access is provided by a decline to the 550 m elevation.  Ore
from the deeper levels is transported to the 700 m level via an incline
conveyor.  Mining methods have been dictated by geology and geotechnical
considerations and at the present time, both drift and fill and bench and fill
are utilised with the fill comprising either hydraulic fill or more recently,
paste fill.

The
mine produces a variety of copper-rich ores (chalcopyrite is the only
commercially significant copper mineral) as well as a limited amount of tin-rich
ores which have been historically treated by a separate tin plant (currently
inactive).  The copper ores are treated in a conventional crushing,
grinding and flotation circuit with the tailings pumped to the Cerro do Lobo
tailings facility some 3km from the plant.

The
Neves-Corvo mill presently processes approximately 1.7Mtpa of copper and tin
ores (1.9Mt in 2004), although the tin resource is nearing exhaustion and forms
little or no part in any future mining plans.  The mine employs 790 staff
and a further 312 contractors at the mine site and their port concentrate
handling facilities at Setubal.  In the recent past Somincor has been
implementing a labour restructuring process to reduce direct employees and this
has resulted in a reduction of staff since 2000 of



---

-
30 -



233.
 However, this has been offset by an increase in contract staff and other
outside contractors undertaking works previously conducted by mine personnel.

The
mine access is provided by one vertical 5 m diameter shaft, hoisting ore
from the 700 m level, and a ramp from surface at a gradient of 12%.  A
number of shaft 'incidents' from July through to October 2003 adversely
affected mine production, however, the cause has been identified and remedial
measures are now in place to prevent any reoccurrence.

A
number of different stoping methods are employed on the mine but the most
prominent are  Bench and Fill and Drift and Fill, each of which account for
50% of production tonnages. Dilution was been highlighted as being a major
concern in the Drift and Fill Stopes, but substantial improvements were made in
2004 (subsequent to the Wardell Report). The mine works a 3 shift per day
pattern 5.5 days per week.

Mill

In
recent years the copper ores have been treated at a rate of approximately
1.7Mtpa compared with an installed capacity of 1.85Mtpa (1.9Mt in 2004).
 Since 2000 copper recovery has ranged from 85.3% to 88.0% to a copper
concentrate grade of between 23 and 24% Cu.  The plant throughput could be
increased to 2.2Mtpa by utilising two regrind mills on secondary milling duty,
thus increasing secondary milling capacity from 1600 kilowatts to
2400 kilowatts.  There is sufficient crushing, flotation and
concentrate dewatering capacity for the proposed increase in throughput.

It
is believed that metallurgical improvements can be made in the concentrator and
that a concentrate grade of 24.1% at 88% recovery is achievable.

Plans
are underway to develop the considerable zinc/lead resources of Neves-Corvo. As
tin ores are rapidly depleting, the "stand-alone" tin plant on surface could
treat these zinc/lead ores with minor modifications. Bench scale metallurgical
testing was carried out in 2004 (subsequent to the Wardell Report).

Concentrate
Shipment and Marketing

The
concentrates are transferred into 27 tonne containers which are weighed and then
transported by rail to Setubal.  On arrival the concentrates are
off-loaded into a storage shed of 50,000t capacity.  Reclaim for ship
loading is by conveyor belt at maximum rate of 800 tonnes/hour.

The
following contracts/costs are incurred during sample shipment:

- Trucking
    of concentrates from the Copper Plant to the on-site railhead
- Rail
    transport from the mine site to Setubal
- Rent
    for terminal facility
- Port
    facility royalties
- Use
    of equipment at port
- Port
    security



---

-
31 -



EuroZinc
reports that the total cost of shipping a tonne (wet) of concentrate from the
mine site to Setubal is 6.61/tonne and handling costs at Setubal are a
further 3.8 per tonne.

Concentrates
are predominantly sold to five companies.  A list of these smelters and the
2004 deliveries (subsequent to the Wardell Report) are given in the table below:

Concentrate
        ShipmentSmelter
      
      dmt shipped, 2004Atlantic
        Copper SA (Spain)
      113Noranda
        Inc. (Canada)
      7.7Outukumpu
        Harjavalta Metals OY(Finland)
      75Norddeutsche
        Affinerie AG (Germany)
      111Caraiba
        Metais SA (Brazil)
      36.5Glencore
        International AG
      
      15Trafigura
      
      33.9


The
exact details of the copper concentrate sales contracts were not made available
to WAI during the site visit.  General commercial terms were, however,
given by the Commercial Manager and were stated to be within normal market
parameters.

Somincor
reported treatment charges for 2003 ranging between 53-71 US$/tonne (dry)
with an average of approximately US$60 per tonne.  For 2004 (subsequent to
the Wardell Report) the figure was US$46.31 per tonne.  The copper refining
charges are equivalent to 10% of treatment charges in $/tonne.  The copper
concentrates incur penalties, predominantly for mercury, and a credit for silver
values all as per normal market terms.

Concentrate
shipping costs for 2003 and 2004 (subsequent to the Wardell Report) are given in
the following table:

|Concentrate
      Shipping Costs
|--------------------------------
|Destination                     
|ATC
      Spain                 
|NAF
      Germany               
|OK
      Finland                

*Per
wet metric tonne

It
was reported by Somincor that the average shipment size has reduced in recent
years from 12,000 tonne to 6,000-9,000 tonne due to ship availability.

There
is currently no space for zinc concentrate shipment and if the polymetallic ores
are to be processed the PA concentrate shed would be required.

Tailings
Management

The
tailings waste management operation has now reached a critical stage in the life
of the mine.  In 1999, a paste plant commenced operation to provide paste
backfill for stopes and since that time, tailings from the mill have either been
used to produce paste backfill or have been sent to the tailings dam.  The
Cerro do Lobo tailings dam is a water retaining embankment dam; tailings are
deposited into the impoundment by sub-aqueous means to prevent oxidation of the
mainly sulphide (pyrite) waste.  Since 1998, the mine has commissioned
independent feasibility studies and has carried out trials so that deposition at
the dam site can be changed from sub-aqueous deposition to using paste tailings.

---

-
32 -



If
the method of tailings disposal remains unchanged, then three more dam raises
are needed above the 255 m level (currently under construction) to provide
sufficient capacity for storing tailings over the predicted life of mine.
 There are major financial implications for continuing with sub-aqueous
deposition.  In terms of the existing dam structures, they have been
constructed and maintained in an acceptable manner, in accordance with best
practice. Accordingly, there are good technical and financial reasons to
continue using the Cerro do Lobo tailings dam and switching to paste tailings,
but in terms of programming, the changeover must occur in the next few years. A
major review of closure requirements and costs is due in 2005. Somincor,
together with consultant, Golder and Associates, is investigating the
implementation of the paste tailings disposal method at the tailings facility.
The need for an alternate disposal method for tailings is driven jointly by
environmental and the closure needs of the mine. The current closure proposal
(perpetual wet cover) is not sustainable in the long term due to the
environmental setting of the mine (semi-arid environment). While it is
operationally feasible to maintain and monitor a wet cover during the
operational life of the mine (as is currently the case), it becomes more
difficult during the post closure period.

Environmental
Issues

The
Neves-Corvo mine inherently has a number of significant potential environmental
impacts, due to its size and scale, location (close to the Oeiras River) and the
nature of the mineral deposit (pyritic, with heavy metals).
 Environmentally, it is a challenging operation.  Notwithstanding the
occasional environmental problems and incidents, the mine is operated and
managed to a very high standard, largely in accordance with best international
practice, and the potential impacts are well understood and mitigated.

As
far as can be determined all the required environmental permits are in place and
Somincor has a good relationship with the national and regional environmental
regulators.  The waste rock dumps are in the process of being permitted,
and until 2003 these were considered to be stockpiles rather than final disposal
locations.

The
only significant area of concern that was not, in WAI's opinion, being dealt
with adequately by Somincor, was the provision for mine closure and the closure
funding arrangements. Based on an environmental study that was completed by SRK
(UK) in 1992, and updated in 1998 and 1999, Somincor's assessment of the mine
closure liabilities is 57.7 million, including costs of 1.7 associated
with the closure of the Setubal port facility. As of December 31, 2004
(subsequent to the Wardell Report), Somincor has accumulated 14 million
in a closure fund. Both the assessment and the closure fund were low, in WAI's
estimation, relative to the mine's past production and profit. In WAI's
opinion the financial provision for closure should be more in the region of 100 million
at 2003 costs.

EuroZinc
has allowed for an environmental fund of US$100 million to be built up over
the term of the mine life (to 2012), which WAI felt is a better estimation prior
to the completion of the study on the paste tailings disposal method.

Exploration
and Development

As
part of the information supplied to interested parties Somincor has prepared a
Life of Mine Plan that assumes that the copper ore is mined at an initial rate
of 1.8Mtpa dropping to 1.1Mt on cessation of operations in 2020.  The zinc
resource is mined from 2006 through to the end of mine life in 2020.  No
financial information has been made available to assess the likely economics
associated with this plan.  However, this mine plan includes ore in the
Inferred Resource category.



---

-
33 -



EuroZinc
prepared the EuroZinc LOM Plan and financial model that takes into account JORC
Classified ore in the Measured and Indicated Resources only to arrive at a
Reserve Statement of 19.252Mt at 5.04% copper and have applied mining rates and
costs that they feel more applicable to the Neves-Corvo Mine.  WAI, having
reviewed the data, was satisfied that the EuroZinc LOM Plan was prepared in a
competent manner.

On
the upside it is expected that the significant quantity of Inferred Resources in
the Lombador and Zambujal orebodies will transfer into the Measured and
Indicated categories extending the mine life to 2016 and possibly beyond.

The
EuroZinc financial model, assuming an acquisition price of US$160 million (128 million)
and a discount rate of 7%, estimates the Net Present Value ("NPV") of the
Neves-Corvo Mine, pre-acquisition as being US$276.81 million, and post
acquisition as being US$101.32, at an average copper price of US$0.925 per pound
and an exchange rate of US$1.1: 1.0.  The model sensitivity to the
discount rate pre and post acquisition are given as:

|EuroZinc
      Base Case Financial Model, Neves-Corvo NPV                            
|-------------------------------------------------------------------------------------
|                                                                                     
|                                                                                     
|Base
      Case NPV
      Copper
      US$0.925/lb
      Exchange
      Rate US$1.1:1
|7%                                                                                   
|10%                                                                                  
|15%                                                                                  

(1)

As
calculated by the Company to show the effect of including the acquisition price
in the financial model

Cash
cost of payable copper over the mine life is estimated at US$0.61 per pound,
excluding capital costs.  However, cash costs in the initial 5 years will
be in the range of US$0.61-0.58 per pound.  The project sensitivity to
copper price, exchange rate, capital and operating costs is given in the figure
below.



The
sensitivity analysis shows that the project is most sensitive to the copper
price and least sensitive to the capital costs.



---

-
34 -



The
EuroZinc model provides an indication of the likely pre tax operating returns,
however, there can be no assurances that the assumptions made in preparing these
cashflow projections will prove accurate, and actual results may be materially
greater or less than those contained in such projections.

Aljustrel
Project

The
Aljustrel Project includes the Aljustrel Mining Lease and the surrounding
Malhadinha Exploration Concession.  The properties are held by PA, which in
turn is owned by EuroZinc (ownership of 99.6%). The Malhadinha Exploration
Concession expired on the 30th of September 2004 and the company has
recently applied for a new Malhadinha Concession. The new concession (524 sq km)
surrounds the Aljustrel Mining Lease and extends northwestward to, and including
the Lousal deposit covering the favourable massive sulphide hosting stratigraphy.

Mining
in this area has been proceeding for over a hundred years.  Most of the
extraction was for sulphides.  Modern base metal mining was done from 1991
to 1993.  The previous operation utilized modern mining methods and
procedures with large and productive equipment.  The underground openings
and infrastructure, the process plant and the waste management facilities have
been on continuous care and maintenance since closure.  Sixty-nine people
are currently fully employed by PA at the site.

The
project comprises the upgrading of the process facilities, underground access
and infrastructure, and pre-production development of underground stoping areas
to produce 1.8Mtpa of zinc, lead, copper and silver ore.  The work has been
done to the level of a Final Feasibility Study.

The
Moinho and Feitais deposits were the focus of a Final Feasibility Study (the "Aljustrel
Feasibility Study") to produce 1.6Mtpa of ore completed in June 2000 by a team
of consultants led by Steffen Robertson and Kirsten (Canada) Inc. ("SRK")
which included Rescan Engineering Ltd, Knight Piesold Ltd., Rescan
Environmental Services Ltd., International Metallurgical and Environmental Inc.
and Merit Consultants International Inc (collectively referred to as the Project
Consultants).  This study was subsequently updated in February 2001 (the
"2001 Report") from 1.6Mtpa to 1.8Mtpa.

The
Aljustrel Feasibility Study is somewhat different from most mining feasibility
studies in as much as most of the plant and surface facilities are already in
place, there are considerable underground exposures and trial stopes, and there
is relatively current productivity and operating cost information available.
 See "Accessibility, Climate, Local Resources, Infrastructure and
Physiography" for a description of the existing infrastructure at the
Aljustrel Project.

The
disclosure contained herein is summarized from the "March 2004 Update (as
revised on May 10, 2004) of the Steffen Robertson Kirsten (Canada) Inc.
Aljustrel Project Feasibility Study - June 2000" dated May 10, 2004
(the "2004 Report") as required under NI 43-101 of the Canadian
Securities Administrators.  The 2004 Report has used information from the
Aljustrel Feasibility Study and 2001 Report since there have been no material
changes to the site since February 2001.  The 2004 Report incorporates
updated operating and capital costs (re-quotes etc.), metal prices, exchange
rates and financial information.  A new financial analysis has been carried
out.  Readers are encouraged to review the entire 2004 Report which is
located on SEDAR at www.sedar.com.

Property
Description and Location

The
Aljustrel Project consists of the Aljustrel Mining Lease and the surrounding
Malhadinha Exploration Concession.



---

-
35 -



The
Aljustrel Mining Lease is centred in the town of Aljustrel and covers the
St. Joao, Moinho, Algares and Feitais massive sulphide deposits.  The
lease has an area of 5.2 km2.  The lease was signed between
the Secretary of State of Industry for the Government of Portugal and PA on the
10th of January 1992.  The permit is good for 50 years from
the date of signing, with right of renewal, and includes the exploitation of
sulphur, copper, zinc, lead, silver and gold.  The lease has no royalty to
the state.

PA
previously held the Malhadinha Exploration Concession, which surrounded PA's
Aljustrel Mining Lease, however, the concession expired on the 30th
of September 2004. The Company has applied to the Government, through the DGGE,
for a new concession (524 sq km) that surrounds the Aljustrel Mining
Lease and covers the prospective stratigraphy northwestward to and including the
Lousal mine. Granting of the concession is expected to take place in the second
quarter of 2005.

Accessibility,
Climate, Local Resources, Infrastructure and Physiography

The
Aljustrel Project is accessible by rail and major highways from Lisbon and Faro,
both of which have daily international flights to other locations in Europe and
abroad.  Aljustrel is located 175 km southeast of Lisbon and
125 km north of Faro.  There are some 12,000 inhabitants living in the
Aljustrel Municipality, which is part of the District of Beja.

The
area has a Mediterranean climate that is characterized by long, dry summers and
short, moderate winters.  The population density of the area is low with
most people employed in farming (cattle, sheep, cereal crops, cork, olive and
wine), mining and associated service industries.

A
modern infrastructure is available locally in the town of Aljustrel for most
general services and includes medical care, telecommunications, banking,
housing, vehicle purchase and repair and schooling.  The town has a long
established history as a mining community with a number of local inhabitants
employed by PA supporting the mine and plant during the present care and
maintenance program.

Rail
transport connects the processing plant with dedicated concentrate storage and
loading facilities at the deep sea port at Setubal, located
approximately 160 km to the northwest of Aljustrel and 50 km to the
south of Lisbon.

Electrical
power for the mine is available from the national power grid that services
southern Portugal.

There
are two mines at the Aljustrel Project:

- Moinho
    mine, which was fully developed in the 1980's with limited production in
    1991-1992.  The grades are lower and exploitation is planned in the
    first year while the higher-grade Feitais deposit is developed.
- Feitais
    mine, which has limited development but where most of the current reserves
    are located.

Both
mines have been kept on care and maintenance and most excavations are
accessible.  The existing excavations have seen little or no caving over
the last 10-20 years and provide a good indication of the ground conditions of
future mining.  The project is well advanced for an underground mining
project at the feasibility stage and the confidence of the estimates should
therefore be higher.

The
Alustrel Mining Lease provides sufficient surface rights for the Company's
proposed mining operations on the property.



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36 -



History

The
Aljustrel area has undergone sporadic mining and exploration dating back to
Phoenician times, and includes a period of extensive work by the Romans.
 During Roman times, precious metals and copper were exploited from surface
gossans and underlying sulphides at the Algares and Sao Joao deposits.
 Records of this activity include underground workings at Sao Joao and
surface pits with adjacent slag fields at Algares.  Two bronze mining
tablets with the inscribed Roman Mining Laws of the day were discovered in slag
fields and were on display at the DGGE and at the National Archaeological Museum
in Lisbon.

Modern
mining at Aljustrel began in the mid 1800's, when the Algares and Sao Joao
deposits were exploited for pyrite, which was used as a source of iron and
sulphur.  Due to the extensive size of the deposits and the small rate of
production during this time, reserve depletion was not an issue and no
systematic exploration was done until the mid 1900's.  By the end of
World War II, the known reserves at Algares were nearly exhausted and poor
ground conditions at Sao Joao made mining difficult.  An extensive
exploration effort was initiated southeast of Sao Joao, leading to the
discovery of the Moinho deposit.

Servico
de Fomento Mineiro (state agency precursor to IGM and DGGE) discovered the upper
edge ("Carrasco vein") of the Moinho deposit 14 metres below surface during
a Turam EM survey in 1956.  This survey failed to detect the deeper and
thicker part of the deposit that was identified by gravity and drilling in
subsequent years.  The deposit was developed and exploited from the
0 level to the 200 level using cut and fill mining by Minas de
Aljustrel S.A.R.L., a Belgium owned company, from 1955 to 1974.

Gravity
surveys across the Aljustrel area in the 1960's led to the discovery of the
Feitais deposit in 1964 and the Estacao deposit in 1969.  In 1970, a
combination of gravity and geology led to the discovery of the Gaviao deposit
2.5 kilometres southwest of the Sao Joao deposit.

In
the 1960s, the Santa Barbara rail tunnel (200 metre level below the surface
measured as 0 m) was driven to connect Moinho and Algares, and then
extended from Algares to the Feitais deposit.  In the early to mid 1970s,
approximately 3,500 metres of development drifts were completed on the 140,
190 and 200 levels of the Feitais deposit.  This development was connected
to surface by an Alimak raise.

In
the early 1970s the government acquired control of the operating company PA.
 PA remains the owner of the Aljustrel mine to this day.  PA carried
on mining activity at Moinho, and initiated limited cut and fill pyrite mining
from Feitais.  Feitais ore was transported by rail along the Santa Barbara
tunnel to the Algares Mine and hoisted to surface.  Backfill was
transported by rail along an underground tunnel from a local quarry.  In
1981 and 1982, PA collared a ramp on surface and began driving a ramp from the
112 level that was eventually to join the ramp being driven from surface.
 This ramp was never completed.

In
the late 1980s the market for pyrite collapsed and pyrite mining became
uneconomic.  Encouraged by the success of the recently discovered copper
and tin rich Neves-Corvo mine located 50 kilometres to the south, PA
decided to change focus and start extracting base metals from the Moinho
deposit.  This involved constructing a 1.2 million tonnes/year
processing plant, sinking a shaft, installing an underground crusher and
conveyor system and driving a 3 kilometre access ramp from surface to
provide trackless access to the mine.  The extraction method was changed
from small-scale cut and fill mining to large-scale long hole open stoping, and
development workings were completed on the 275, 305 and 335-metre levels.
 The Moinho workings were much larger (4.5 x 5 metres) than
previous workings because of the change to trackless mining and larger scale
mining equipment.



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37 -



In
the early 1990s, three blast hole stopes were developed at the Moinho mine
between the 272 and 335 levels from which 1.1 million tonnes of ore
was extracted to supply the new mill.  The stopes were up to 60 metres
long by 30 metres wide by 30-60 metres thick, and remain open to this day.

The
mill was commissioned in September of 1991 and operated until March of 1993 at
which time it was shut down because of operating difficulties and low metal
prices.  While operating, the plant produced copper and zinc concentrates,
which were shipped by rail in sealed pots to a dedicated concentrate storage and
handling facility located at the deep-water port of Setubal.  According to
the records, only a small amount of lead concentrate was produced in February
1993.  The mine has been on thorough care and maintenance since closure.

In
1993, Robertson Research Minerals Ltd. was retained by PA to assist in the
preparation of a report to provide a technical and economic opinion of the
future economic viability of the base metal mining and processing operations at
Aljustrel.  The main conclusion drawn from this report was that the base
metal and processing facilities at Aljustrel could be operated at sufficient
profit to repay future capital and development costs, and yield a Net Cash Flow
of US$101 million over a 15-year operational period.

In
1998, EuroZinc, through its Predecessor Companies completed a Pre-Feasibility
study that examined the economic viability of selectively mining the higher
grade zinc zones within the Feitais and Moinho massive sulphide deposits.
 The study, completed in October 1998, investigated mining at a rate of
1.5 million tonnes per year for a project life of 12 years.  A
financial analysis based on metal price of US$0.55 per pound of zinc, US$0.28
per pound of lead and US$5.50 per ounce of silver, and assuming 100% equity
financing, indicated that the project should move forward to full feasibility.

In
1998, EuroZinc signed an option agreement with EDM and PA to acquire up to 75%
of PA by completing a bankable feasibility study aimed at resolving the previous
metallurgical problems and optimizing production.  Since that time,
EuroZinc has completed a bankable Feasibility Study (the Aljustrel Feasibility
Study) whereby annual production would be increased from 1.2Mt to 1.8Mt.
 Zinc and lead ore will be mined separately from copper ore with mine
production focused on the higher grade Feitais deposit.

EuroZinc
completed a four-phase exploration and definition program starting in June 1998
and continuing through to May of 2000 as part of the Aljustrel Feasibility Study
being overseen by SRK to evaluate the economic viability of selective mining at
the Feitais and Moinho mines.  The exploration and definition program
consisted of diamond drilling, re-logging and re-assaying of historic drill
core, underground channel sampling and mapping.  In total, 81 surface
diamond drill holes (26,000 metres) were completed at Feitais and 10 underground
diamond drill holes (997 metres) were completed at Moinho.

In
December 2001, EuroZinc completed the acquisition of EDM's 75.60% interest in
PA.  More recently, in November 2002, following a financial restructuring
of PA, EuroZinc increased its ownership to 99.6% of PA.

Geological
Setting

The
geology of the IPB is described by numerous authors.  The belt forms the
main part of the South Portuguese Zone of the Iberian segment of the Variscan
Fold Belt.



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38 -



The
IPB consists of a Devonian-Carboniferous volcano-sedimentary sequence that forms
an arcuate belt (250 km by 60 kilometre) that extends westward from Seville in
Spain to west-northwest in southern Portugal.  The belt is host to some of
the world's largest VMS deposits.

The
IPB is subdivided into several tectono-stratigraphic units including, from
oldest to youngest: (i) Phyllite-Quartzite group (PQ-Upper Devonian),
(ii) Volcanic-Siliceous complex (VS-Upper Devonian to Carboniferous) and
(iii) Flysch group (FG-Carboniferous; Culm group of Schermerhorn and
Stanton, 1969).

The
IPB is the largest VMS district in the world, hosting over 90 individual
occurrences that include some of the largest deposits in the world.  Some
of the larger deposits are considered to be giant deposits (>50 million
tonnes), and include Rio Tinto (>290), Neves-Corvo (>270), Aljustrel
(>230), Los Frailes-Aznalcollar (>110), Tharsis (>100), La Zarza
(>100) and Sotiel-Migollas (>100).  Most of the deposits occur in
clusters that may represent multiple deposits related to the same volcanic
centre or bodies dismembered and displaced by syn-depositional slumping or
post-depositional faulting.  The deposits are commonly zoned with
higher-grade zinc-rich zones near the hanging wall and copper-rich zones near
the footwall, separated by barren to lower grade pyrite.

The
Aljustrel Mine area is interpreted to represent a Late Devonian rifted basin
which appears to have controlled the distribution of both massive sulphide and
stockwork mineralization as well as associated volcanic units.  The
deposits likely formed in shallow restricted basins adjacent to growth faults
that acted as conduits for metal rich hydrothermal fluids.  The thickest
part of the massive sulphide deposits overlay stockwork mineralization that
appears to be associated with growth faults along the basin edge.  The
deposits are comprised primarily of pyrite (>70%) with lesser sphalerite,
galena, chalcopyrite and tetrahedrite.  Base metals within these deposits
are commonly zoned from zinc-rich zones near the top to copper-rich zones at the
base of the massive sulphide.  This zoning is interpreted to be largely a
result of primary metal re-zoning caused by temperature, pressure and chemical
gradients soon after deposition.

The
waning stages of volcanism and hydrothermal activity are marked by the
deposition of jasper and tuffaceous sediments of the Lower Sedimentary unit (Paraiso
formation).  This unit, deposited during a period of quiescence, forms a
regionally extensive marker horizon in the Aljustrel Mine area and in other
parts of the IPB.  The Quartz Feldspar Porphyritic Rhyolite unit appears to
be a high-level intrusive unit that has intruded the stratigraphic sequence up
to and including the Lower Sedimentary unit.

The
change from a volcanism to a sedimentary dominated sequence is marked by the
deposition of the Upper Sedimentary unit (Flysch Group).  It is
characterized by a thick (>100 metres) turbidite sequence of argillite,
siltstone and wacke.

The
Late Paleozoic Hercynian Orogeny has folded and faulted the above units and is
responsible for the present distribution of the Paleozoic stratigraphy.
 Major anticlinal folds trend northwest - southeast and verge to the
southwest.  Thrust faults appear to have removed the intervening synclines,
however these structures are poorly documented.  North-northeast trending
faults have offset the folded and thrusted stratigraphy by 10's to 100's of
metres.

Exploration

The
Aljustrel Project includes a number of deposits that have varying degrees of
exploration drilling and underground sampling completed on them.  The
Algares, St.  Joao and upper parts of the Moinho deposit were mined by cut
and fill for pyrite (sulphur) from the 1850s through to the 1970s.  The
lower parts of the Moinho deposit were mined for its base metal content from
1991-1993, however it is



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-
39 -



largely
unexploited.  The Feitais deposit has some test stopes where approximately
1 million tonnes were mined in the 1980s, however the deposit is largely
unexploited.

EuroZinc
completed an extensive exploration program on the Feitais and Moinho deposit
from 1998 to 2000 whereby the deposit was drilled and underground sampled to the
level that a classified resource and reserve model was constructed.  The
Aljustrel Feasibility Study that incorporated this work and metallurgical test
work and examined the economic viability of selectively mining and milling zinc
rich mineralization and copper rich mineralization from these deposits was
completed in June 2000 and updated in February 2001.

The
Estacao deposit has been intersected by 24 diamond drill holes (11,822 m) on
approximately 50 to 100m centres, however the resource is still in the inferred
category.

EuroZinc
staff have completed all exploration work on the project since 1997, with the
exception of outside consultants used to assist or supervise various aspects of
the project.

Mineralization

The
Aljustrel massive sulphide deposits have a simple mineralogy and are composed
primarily of pyrite (>70%) with lesser amounts of sphalerite, galena,
chalcopyrite and minor tetrahedrite and arsenopyrite.  The deposits total
in excess of 300 Mt of massive sulphide.  The deposits commonly exhibit a
metal zonation from a copper-rich footwall, through lower grade pyrite to a
zinc-rich hanging wall.  The deposits are underlain by copper-rich
stockwork zones consisting of sulphide veined pervasively altered chlorite
felsic volcanics.

The
zinc-rich hanging wall massive sulphides consist of fine-grained pyrite with
lesser amounts of disseminated to banded fine-grained sphalerite, galena,
chalcopyrite and tetrahedrite.  Economic zinc-rich sulphides form a
coherent zone (4 or 4.5% zinc cut-off) and have a moderate to steep dip making
them amenable to low cost underground mining.

The
copper-rich footwall massive sulphide consists of pyrite with lesser amounts of
chalcopyrite, tetrahedrite, sphalerite and galena.  Economic zones of
copper-rich mineralization (>1.5% copper cut-off) straddle both the massive
sulphide and underlying stockwork, however the majority of the copper resource
is within the massive sulphide mineralization.  Their size and geometry
make them amenable to low cost underground mining.

In
1998 and 1999, EuroZinc completed 81 surface diamond drill holes totalling over
25,000 metres and more than 1,000 metres of underground channel sampling to
define the limits of higher grade zinc and copper mineralization within the
Feitais deposit.   Previous operators completed 24 surface holes
(10,570 metres) and 57 underground holes (6,900 metres).  This work
outlined a massive sulphide body 900 meters long by 700 meters wide by up to
>100 metres thick.  The body strikes AZ305 degrees, dips -50 degrees
to the northeast and plunges 30 degrees to the northwest.  Holes were
drilled in the direction of 225 degrees and intersected the massive sulphide
body from 50 metres to 500 metres below surface.  The deposit is open down
dip and down plunge to the northwest towards the Represa fault.  Northwest
of this fault, the deposit is displaced to the northeast with a relative
horizontal displacement of 800 metres where it is called the Estacao deposit.

Underground
mapping and drilling indicates the Moinho deposit is about 700 metres long by
700 metres wide by >1 to 100 metres thick and strikes AZ315 degrees and dips
60-70 degrees to the northeast.  The deposit is open up-plunge to the south
and truncated down-dip by the northwest-southeast striking Moinho hanging wall
fault.  A similarly oriented fault occurs in the footwall of the deposit
and appears to



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-40
-



be
coincident with the axial plane of the Southwest anticline.  The deposit
can be traced northwards by a thin sulphide interval (Carrasco vein) that
extends from the Moinho to the St Joao deposit a distance of 200-300 metres.
 This thin sulphide interval may represent a thin accumulation of sulphides
on a topographic high that separates the Moinho and the St. Joao deposits.

Drilling

The
Aljustrel Project contains data from surface and underground diamond drilling,
underground channel sampling and underground muck sampling.

The
Feitais mine data set includes:

- Diamond
    drill holes (8,732m in 74 holes) completed by PA.  It is stored in a
    warehouse on site in racks in an organized fashion and is available for
    inspection and re-sampling.  Pulps from this drilling were stored on
    site in airtight containers and approximately 80% of these samples were
    re-analyzed at Assayers Canada Ltd., the same laboratory as the EuroZinc
    samples.
- Historic
    muck samples (1,945 samples) completed by PA.  Samples were collected
    after each advance (3m) in mineralized drifts and cross-cuts.  This
    data has not been used in the resource calculation except in rare cases
    where channel samples could not be collected where a drift intersected a
    cross-cut.
- Diamond
    drill holes (26,245m in 81 holes) completed by EuroZinc. It is stored in
    warehouse on site in racks in an organized fashion and is available for
    inspection and re-sampling.  Sample rejects are stored on site and
    pulps are archived with the analytical laboratory in Vancouver, Canada.
- Channel
    samples (514 two metre samples) completed by EuroZinc. The channel samples
    were collected using a hydraulic saw.  Sample rejects are stored on
    site and pulps are archived with the analytical laboratory in Vancouver,
    Canada.

The
Moinho mine data set includes:

- Diamond
    drill holes (15,086 m in 111 holes) completed by PA.  It is stored
    in a warehouse on site in racks in an organized fashion and is available for
    inspection and re-sampling.  Surface drill holes completed at the
    discovery stage with uncertain down hole surveys were not used in the
    resource calculation.
- Historic
    muck samples (3,657 samples) completed by PA.  Samples were collected
    after each advance (3m) in mineralized drifts and cross-cuts.  This
    data has not been used in the resource calculation except in rare cases
    where channel samples could not be collected where a drift intersected a
    cross-cut.
- Diamond
    drill holes (980 m in 10 holes) completed by EuroZinc. It is stored in
    warehouse on site in racks in an organized fashion and is available for
    inspection and re-sampling.  Sample rejects are stored on site and
    pulps are archived with the analytical laboratory in Vancouver, Canada.



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41 -



- Channel
    samples (849 two-metre samples) completed by EuroZinc. The channel samples
    were collected using a hydraulic saw.  Sample rejects are stored on
    site and pulps are archived with the analytical laboratory in Vancouver,
    Canada.

The
drill hole and underground data has been entered into GEMCOM modeling software ("GEMCOM")
and a three-dimensional model for the deposit has been constructed.

Sampling,
Analysis and Security

Assay
data used for resource modeling is from drill core and underground channel
samples.  In rare cases where a drift intersects a cross-cut, muck samples
were used to fill the sampling sequence along the cross-cut.  The Feitais
deposit is drilled off at 40m centres, however the deposit is open both down dip
and down plunge to the northwest.  The Moinho deposit is drilled off at
about 30m centres, however the deposit is open down dip and down plunge to the
northwest.

The
drilling procedure is briefly described below:

- Core
    is placed in labelled wooden core boxes from left to right with the start
    and finish of each drill run labelled with a metreage marker.
- Core
    boxes are transported to core logging facility at the end of each shift by
    drill foreman or EuroZinc drill technician and laid out in order of
    increasing hole depth.
- Core
    box labels and metreage is checked for accuracy and photographed by company
    geologist.
- Exploration
    drill holes are geotechnical logged using Laubscher classification scheme by
    Company geologists.
- Geological
    logs are written in logging forms, which include information on location,
    date drilled, etc.
- Geological
    data recorded includes lithology, textures, alteration, mineralization,
    structural measurements and other pertinent information.
- Assay
    samples are marked on drill core and recorded in drill logs and sample
    booklets.
- Assay
    samples are 2.0 m in length or smaller to honour gross geological units
    or major structures.
- Density
    measurements on mineralized intervals are completed using standard water
    immersion methods.
- Assay
    samples are sawn in half with one half remaining in the box, which is stored
    in racks in warehouses on site.  The other half is tagged, bagged,
    sealed and sent to a sample preparation lab on site.
- Company
    geologists insert duplicates, standards and blanks at the sample preparation
    stage.
- Information
    from the drill logs is entered into the GEMCOM database.



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42 -



The
underground channel sampling procedure is briefly described below:

- The
    underground cross-cuts and footwall drifts were mapped by company geologist.
- Channel
    samples were marked on the right and left walls of the cross-cuts at about
    waist height by company geologist at 2 m intervals, except at
    geological contacts where the sample may be less than 2 m.
- Company
    technicians, using a hydraulic saw, would cut two lines on the face spaced
    about 4 cm apart and about 4 cm in depth.  Technicians would
    then use a pneumatic chisel to break out the sample between the two cut
    lines and the sample marks.  Samples were tagged, bagged, sealed and
    transported to the sample preparation lab on site after each shift.
- Company
    geologists insert duplicates, standards and blanks at the sample preparation
    stage.
- Information
    from mapping and sampling is entered into the GEMCOM database.

A
bulk metallurgical sample was taken for pilot plant testing to determine the
flow sheet design parameters for the treatment of the lead-zinc and copper ores
from the Feitais and Moinho deposits.  Bench, locked-cycle and pilot plant
test work was performed on two samples from Feitais and two from the Moinho
deposit.  A total of 1,200 tonnes of sample was processed through the pilot
plant.  Sample sites were selected underground based on channel sample and
adjacent drill hole composite assays that approximated the grade of
mineralization to be mined and processed through the mill.  Selected sites
were slashed to remove oxidized material and then additional slashes were taken
and transported to the on-site pilot plant.

Sample
preparation from 1998 onwards was completed on site by Company technicians and
is outlined in the Figure below:





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43 -



Final
sample preparation (pulverization) and analyses from 1998 onwards were performed
by Assayers Canada, Vancouver.  Their analytical procedure is shown in the
Figure below:



Sample
security procedures are described below:

- Core
    delivered from site to secured core logging facility by drill supervisor or
    company technician.
- Core
    is photographed, logged and sample locations marked by company geologist.
- Core
    is sawn in half, tagged, bagged and sealed by company technician.
- Samples
    submitted to company sample preparation lab.
- Sub
    samples (300 grams) shipped by courier to Assayers Canada in Vancouver for
    analysis.

Drill
core drilled prior to 1998 was prepared and analyzed by PA at their on-site
sample preparation and analytical laboratory.  A total of 1,491 historic
samples were re-assayed for copper, lead, zinc, silver and gold by Assayers
Canada in Vancouver and confirmed the analytical quality of the historic data.
 Most samples were from archived pulps, however when these were not
available, samples were re-cut from archived drill holes.

As
part of EuroZinc exploration and feasibility study programs completed from 1998
to 2000, a rigorous data handling and data checking protocol was followed for
the treatment of geological, analytical and quality assurance-quality control
data.  During this same period, a comprehensive program was undertaken to
validate historic assay data from earlier drill programs.  As part of this
process, 82% of the historic samples from the Feitais deposit were re-analyzed
at Assayers Canada, the same laboratory used in the EuroZinc programs.  In
addition, the historic drill holes were re-logged to standardize lithology and



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44 -



alteration
types, and collar and down hole surveys were checked with the original surveys
and entered into the GEMCOM database.

The
procedures followed during EuroZinc drill programs were:

- Collars
    were located using standard surveying equipment by mine surveyor.
     Coordinates are in Hayfor Gauss Central Point system.
- Geologist
    checks location, azimuth and dip of drill hole collar.
- Continuous
    down hole survey using the MAXIBOR laser survey instrument was completed by
    company geologists for most surface drill holes.  A Kodak Eastman 'single-shot'
    survey (50m intervals) was used on underground drill holes and in rare cases
    on surface holes when the MAXIBOR survey instrument was not available.
     A number of drill holes were surveyed twice with this instrument and
    compared with the Kodak Eastman surveys confirming the precision and
    accuracy of the MAXIBOR instrument.
- Company
    geologists entered survey data, core logging and analytical data into the
    GEMCOM database.
- GEMCOM
    has built in checks for consistency of the database in order to prevent
    over-lapping intervals or hole name validation errors.
- Drill
    holes were paper plotted on section and plan, and visually checked for
    unusual collar location, drill orientation, assay pattern or values.

An
extensive quality control - quality assurance program was completed by
EuroZinc to monitor precision, accuracy and contamination.  The program is
briefly described below:

- Standard,
    blank and duplicate samples inserted into sample stream on a pseudo-random
    basis and accounted for 10% of the total samples submitted to Assayers
    Canada.
- Standards
    were prepared on site from mineralized material obtained underground.
     A standard high and standard low sample was prepared numerous times as
    the standards were consumed.  The standards were analyzed at numerous
    laboratories when the standard was first prepared to determine the value of
    the standard and the homogeneity of the sample.  Standards were
    inserted after the sample preparation stage and used to measure the accuracy
    of the laboratory.
- Blanks
    consisted of un-mineralized interbedded greywackes and mudstone core from
    historic drill core.  The blanks were inserted before the sample
    preparation stage to monitor contamination through the entire sample
    preparation and analytical procedure.
- Duplicates
    consisted of an additional 300-gram split taken from the sample rejects
    during the sample preparation stage or rarely 1/4 split core.  The
    duplicates were used to monitor the precision of the laboratory.
- Standard,
    blank or duplicate samples containing one metal greater than 2 standard
    deviations from the mean in a batch would result in three or more samples
    from that batch being re-analyzed at a different laboratory.



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45 -



- Re-analyzed
    samples that pass quality control measures are inserted into the database
    replacing data with quality control failures.

Independent
audits of geological sample collection and data management were performed by
representatives of banks and smelters as part of feasibility and financing
exercises.

Mineral
Resource and Mineral Reserve Estimates

Mineral
Resource Estimate

The
resource estimate for the Feitais and Moinho deposit was completed in June 2000
as part of the Aljustrel Feasibility Study and is available on site for
inspection.  The geological and resource model was constructed using GEMCOM.

The
hanging wall and footwall boundaries of the massive sulphide were used to
constrain the block model interpolation, which is well defined by the
information available from the drilling and underground workings.  These
data were used to construct a three-dimensional model of the sulphide bodies,
which served as the basis for the block model.  Copper mineralization was
constrained by the massive sulphide as well as a three-dimensional model of the
stockwork mineralization.  Grades were interpolated into the block model
using ordinary kriging.  Ordinary kriging was chosen as the interpolation
method because it considers the spatial correlation of the data, sample support
and provides an appropriate amount of grade averaging based on grade continuity.

Zinc
Resources were calculated using a 4% zinc cut-off and copper resources were
calculated using a 1.5% copper cut-off.  These cut-offs were chosen based
on the capital costs, operating costs and metallurgical test work completed
during the feasibility study.  The zinc cut-off was raised to 4.5% for the
Feitais deposit when the preliminary mining method was changed from "Open
Stoping" to "Sub-Level Open Stoping with Post Fill" because the resource
utilization was too low.  The higher cut-off grade at Feitais reflects the
higher costs associated with cemented rock fill.  The lower cut-off grade
at Moinho reflects the lower costs associated with this deposit as it is
essentially completely developed and only partial extraction of the resource
that will be used in the first year or so of operation.

Resource
model blocks were classified as Measured, Indicated and Inferred Resources using
the CIM Standards on Mineral Resource and Reserves, Definitions and Guidelines
(1996), which conform to the classifications documented in CIM Standards on
Mineral Resource and Reserves, Definitions and Guidelines (2000) necessary to be
compliant with NI 43-101, are shown in the Tables below.

Measured
Mineral Resources have been defined where the grade and geometry of the deposit
is known with a high degree of confidence, allowing detailed mine design and
mine planning to proceed.  The measured resources at Aljustrel are located
adjacent to underground workings or where the drill density is typically less
than 15 m.

Indicated
Mineral Resources are those where the grade and geometry are known with
sufficient confidence to complete mine design, scheduling and development costs.
 Although the actual location of planned stopes may vary somewhat with
additional infill drilling and underground sampling, this is not expected to
significantly change the economic viability of the project.  The indicated
resources at Aljustrel are located within that portion of the deposit having a
drill density of approximately 40m or less.

Inferred
Mineral Resources are primarily located along the perimeter of the deposit,
where drill density is typically greater than 40 m.



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46 -



Measured
and Indicated Zinc Resource (4.5% zinc cut-off) for the Feitais deposit.

|Classification | Tonnes
      (millions) | Zinc
      (%) | Copper
      (%) | Lead
      (%) | Silver
      (g/t) | Gold
      (g/t)
|-------------- | ----------------------- | -------------- | ---------------- | -------------- | ------------------ | ----------------
|Measured       | 0.74                    | 5.32           | 0.18             | 1.62           | 52.21              | 0.79            
|Indicated      | 14.48                   | 6.03           | 0.21             | 1.86           | 68.16              | 0.75            
|Total          | 15.22                   | 6.00           | 0.21             | 1.85           | 67.38              | 0.75            

Inferred
Zinc Resource (4.5% zinc cut-off) for the Feitais deposit.

|Classification | Tonnes
      (millions) | Zinc
      (%) | Copper
      (%) | Lead
      (%) | Silver
      (g/t) | Gold
      (g/t)
|-------------- | ----------------------- | -------------- | ---------------- | -------------- | ------------------ | ----------------
|Inferred       | 3.16                    | 6.14           | 0.16             | 1.66           | 60.00              | 0.67            

Indicated
Copper Resource (1.5% copper cut-off) for the Feitais deposit

|Classification | Tonnes
      (millions) | Zinc
      (%) | Copper
      (%) | Lead
      (%) | Silver
      (g/t) | Gold
      (g/t)
|-------------- | ----------------------- | -------------- | ---------------- | -------------- | ------------------ | ----------------
|Indicated      | 4.87                    | 0.88           | 2.12             | 0.24           | 13.52              | 0.22            

Inferred
Copper Resource (1.5% copper cut-off) for the Feitais deposit.

|Classification | Tonnes
      (millions) | Zinc
      (%) | Copper
      (%) | Lead
      (%) | Silver
      (g/t) | Gold
      (g/t)
|-------------- | ----------------------- | -------------- | ---------------- | -------------- | ------------------ | ----------------
|Inferred       | 1.87                    | 0.70           | 2.13             | 0.18           | 10.43              | 0.32            

Measure
and Indicated Zinc Resource (4.0% zinc cut-off) for the Moinho deposit.

|Classification | Tonnes
      (millions) | Zinc
      (%) | Copper
      (%) | Lead
      (%) | Silver
      (g/t)
|-------------- | ----------------------- | -------------- | ---------------- | -------------- | ------------------
|Measured       | 0.63                    | 4.76           | 0.44             | 1.80           | 54.14             
|Indicated      | 2.61                    | 4.84           | 0.53             | 1.88           | 55.04             
|Total          | 3.24                    | 4.82           | 0.51             | 1.86           | 54.87             

Inferred
Zinc Resource (4.0% zinc cut-off) for the Moinho deposit.

|Classification | Tonnes
      (millions) | Zinc
      (%) | Copper
      (%) | Lead
      (%) | Silver
      (g/t)
|-------------- | ----------------------- | -------------- | ---------------- | -------------- | ------------------
|Inferred       | 2.67                    | 4.54           | 0.58             | 1.81           | 52.92             

Measured
and Indicated Copper Resource (1.5% copper cut-off) for the Moinho deposit

|Classification | Tonnes
      (millions) | Zinc
      (%) | Copper
      (%) | Lead
      (%) | Silver
      (g/t)
|-------------- | ----------------------- | -------------- | ---------------- | -------------- | ------------------
|Measured       | 0.26                    | 1.26           | 1.82             | 0.40           | 20.33             
|Indicated      | 1.79                    | 1.61           | 1.96             | 0.65           | 26.74             
|Total          | 2.05                    | 1.57           | 1.94             | 0.62           | 25.92             



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47 -



Inferred Copper Resource (1.5% copper cut-off) for the Moinho deposit



|Classification | Tonnes
      (millions) | Zinc
      (%) | Copper
      (%) | Lead
      (%) | Silver
      (g/t)
|-------------- | ----------------------- | -------------- | ---------------- | -------------- | ------------------
|Inferred       | 0.12                    | 1.55           | 1.72             | 0.83           | 30.71             

In
addition to the resource estimates completed by SRK using ordinary unconstrained
kriging, a number of other methods using different cut-off grades, interpolation
methods, constrained or unconstrained models and classical sectional polygonal
reserves were performed by SRK and other organizations during the same period.
 The other organizations were Rescan, SRK-Cardiff, MRDI-Canada and EuroZinc,
and reports by these organizations are on site for inspection.  These
models were used for validation of the unconstrained, ordinary kriged model and
support the above estimates.

Mineral
Reserves

The
mineral reserves were classified according to CIM Standards on Mineral Resource
and Reserves, Definitions and Guidelines (1996), which are similar to the
classifications documented in CIM Standards on Mineral Resource and Reserves,
Definitions and Guidelines (2000) necessary to be compliant with NI 43-101.
 An exception is the Possible mineral reserve category as documented in CIM
Standards (1996), which do not conform with the new CIM Standards (2000) and are
therefore not included in the mineral reserves.

The
mineral reserves for Feitais include the following dilution and recovery
factors:

- Dilution
    of 0.5% for primary stopes and 2.5% for secondary stopes.  This is in
    addition to the uneconomic material included in the stope outlines.
     The projected higher dilution in the secondary stopes is from adjacent
    backfill in the primary stopes.
- Recovery
    factor of 90% of the total stope tonnage to account for premature closure of
    some stopes as a result of instability or oversize.  A nominal 5%
    dilution has been included for the copper zones.

Dilution
has not been included for the Moinho deposit, as only partial extraction of
stopes has been scheduled.  The stopes are located within the massive
sulphide, which has excellent ground conditions, well away from the hanging wall
contact with the altered volcanic rocks.

Mineral
reserves from the Feitais and Moinho deposit derived from the measured and
indicated resources outlined above are tabulated in the Tables below.

Mineral
Reserve (Probable) for Feitais Zinc Mineralization

|Tonnage    | Zinc
      (%) | Copper
      (%) | Lead
      (%) | Silver
      (g/t)
|---------- | -------------- | ---------------- | -------------- | ------------------
|12,200,792 | 5.67           | 0.22             | 1.77           | 64.15             

Mineral
Reserve (Probable) for Feitais Copper Mineralization.

|Tonnage   | Zinc
      (%) | Copper
      (%) | Lead
      (%) | Silver
      (g/t)
|--------- | -------------- | ---------------- | -------------- | ------------------
|1,611,770 | 0.97           | 2.16             | 0.26           | 14.26             



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48 -

Mineral
Reserve (Probable) for Moinho Zinc Mineralization



|Tonnage   | Zinc
      (%) | Copper
      (%) | Lead
      (%) | Silver
      (g/t)
|--------- | -------------- | ---------------- | -------------- | ------------------
|2,152,000 | 4.49           | 0.54             | 1.82           | 53.95             



Mining
Operations

Mine
Plan

The
Aljustrel Project is not a producing property, however because of the imminent
transition to that status it is appropriate to describe the operations as they
are planned to be based on the detailed work completed in the Aljustrel
Feasibility Study - February 2001.

There
are three ore bodies in the current mine plan that will be mined consecutively:

- Zinc-rich
    mineralization at Moinho,
- Zinc-rich
    mineralization at Feitais, and
- Copper-rich
    mineralization at Feitais

There
are two mines in this study:

- Moinho
    mine, which was fully developed in the 1980's with limited production in
    1991-1992.  The grades are lower and exploitation is planned in the
    first year while the higher-grade Feitais deposit is developed.
- Feitais
    mine, which has limited development but where most of the current reserves
    are located.

Both
mines have been kept on care and maintenance and most excavations are
accessible.  The existing excavations have seen little or no caving over
the last 10-20 years and provide a good indication of the ground conditions of
future mining.  The project is well advanced for an underground mining
project at the feasibility stage and the confidence of the estimates should
therefore be higher.

The
previous mining methods were a mixture of partial extraction, long hole stoping
and cut and fill with waste rock.  The operation utilized modern mining
methods and procedures with large and productive equipment.  The new mine
plan does not contain significant departures from past operations, apart from
cementing of the backfill, introduction of an economic cut-off grade and the
implementation of grade control.

Proposed
Mining Methods

The
Feitais resources were outlined using a 4.5% zinc cut-off and can be
characterized as follows:

- Geology
    - at a 4.5% zinc cut-off, the mineralization forms a coherent mineable
    zone.
- Geometry
    - the resource boundary at a 4.5% cut-off has variable geometry, however
    this has been taken into account in the stope design with both planned and
    unplanned dilution.  The horizontal mining thickness varies from a
    minimum of 10 m to over 40m with an average of approximately 25 m.
     The dip of the ore bodies varies from 40o to 60o with an average of
    55o.



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-
49 -



- Rock
    mass - footwall and hanging wall ground conditions are considered to be
    good to very good and the ore, which is massive sulphide, is excellent.
     A minimum 3 m skin of sulphide will be left on all stope hanging
    walls.  In general, there are few major faults or weakening structures
    that will affect the mine design.
- Disturbance
    - the three ore zones are relatively discrete and the induced stresses
    from a total extraction system will be relatively low and only moderate
    amounts of ground support will be required.
- Production
    rates - the geometry and size of the ore deposit allows a comfortable
    production capacity of around 2Mtpa; the planned production rate is 1.8Mtpa,
    which is below capacity.
- External
    influences - the groundwater inflow is moderate and there are no buildings
    or surface facilities located above the mining areas.

The
size, geometry and ground condition of the deposit are suitable for a cemented
backfill mining system with a planned total extraction of the economic resource.
 Open stopes without backfill were investigated, however the utilization of
the resource was too low because of the large pillars necessary to maintain
stability.

The
mining method for Feitais can be called "Sub-Level Open Stoping with Post Fill"
using transverse stopes.

The
planned stoping dimensions, drilling procedures and stope sequencing are:

- The
    maximum level interval will be 60m and the average will be 40 m.
     The stopes will be 20 m along strike with a maximum of 30m across
    the orebody.  Tertiary stopes will be designed where the orebody is
    greater than 30m.
- Dilution
    from the hanging wall volcanic rocks will be controlled by leaving a minimum
    3 m "skin" of massive sulphide.
- Drilling
    from the fully silled level will consist of down-hole, top-hammer, drills
    with 115 mm diameter holes drilled in a parallel pattern.
- Where
    the level is over 40 m, up-hole, top-hammer, drilling with
    76-89 mm diameter holes will be drilled with a parallel pattern from
    the bottom sill.
- Production
    will utilize a primary - secondary stope sequence with the primary stopes
    leading the secondary stopes by a single level.
- Stopes
    will be mucked with 8-yard scoops, which will either tip directly into the
    ore pass or will load trucks where the one-way traveling distance is over
    250 m.

Backfill
will be quarried by a contractor from an existing nearby quarry on the mine
site.  The quarried rock will be crushed and screened and delivered by
truck or conveyor to a backfill raise located above the Feitais deposit.  A
surface cement slurry plant will be located adjacent to the backfill raise.
 Dry



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-
50 -



backfill
will be distributed underground by a conveyor with cement slurry added prior to
dumping into the stope via backfill delivery raises.  The backfill system
makes use of the existing conveyor system at Moinho, which will be moved to
Feitais after mining at Moinho is finished.  The layout and procedures were
modeled after a similar system used at Kidd Creek.

Mining
at Feitais will start at the 400 Level, the bottom of the current reserve, and
will use a primary - secondary stope sequence with only the primary and tertiary
stopes requiring cemented rock fill; the secondary stopes will have rock fill
only.

Mining
at Moinho (approximately 2.15Mt) is from stopes adjacent to existing stope areas
and makes use of existing development and infrastructure.  The mining
method will be up-hole benching with longitudinal retreat with 30m sub-level
intervals.  The open stopes will be left unfilled.  The design follows
the recommendations from PA's geotechnical consultant at that time (1990),
Golder Associates, however the stoping has been changed to longitudinal retreat
and the contraction of stope outlines to fit the higher-grade portions of the
deposit.  The resource was calculated at a 4.0% zinc cut-off from which the
stopes were designed.

The
copper reserve will be extracted using the same mining methods as for the zinc
reserve.  A minimum 8 m pillar along strike will separate the
previously mined zinc stopes from the copper stopes.

Mine
Costs and Mine Schedule

The
average mining cost over the 10-year life of mine is US$8.79/tonne, which is low
by world standards but reflects the low labour costs, reasonable productivity
and low consumable costs in this part of Europe.

The
total number of personnel for mining including maintenance staff is 207
resulting in an annual productivity of 8,700 tonnes of broken ore per mining
employee.  This figure benchmarks reasonably well with other similar
operations in the world.

The
current Mine Schedule shows a life of mine of 10 years based on an average
annual production rate of 1.8Mtpa (years 3 to 7).  Details of the schedule
are outlined in the Aljustrel Feasibility Study and the 2001 Report, which is
available for inspection.  In summary, the schedule has been constrained
with practical rates for all operating units and the backfill and stope sequence
constraints are strictly observed.

Process
Plant Description

The
Aljustrel industrial plant, previously operated by PA, was initially designed to
process 1.15Mtpa of Moinho ore.  The industrial plant, incorporating
autogenous/pebble mill grinding was commissioned and operated by PA in 1991 to
produce selective copper, lead and zinc concentrates.  The plant operated
for 18 months and then shut down due to operating problems, low metal
recoveries, and low metal prices.

The
Aljustrel Feasibility Study has been based on utilizing the existing plant
facilities, incorporating equipment modifications and additions, for processing
Feitais and Moinho ores.  Recognizing that the physical nature of the
stockpile would be governed by a number of factors, such as underground
production schedule, ore type, primary crusher selection, etc., the decision was
made to approach the feasibility study based on an SABC circuit; semi-autogenous
mill ("SAG"), ball mill with a cone crusher for SAG recycle.  SABC
circuits have been successfully used on a wide variety of ore types and do not
have the same dependence on the consistency of the ore that autogenous circuits
have.



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-
51 -



The
'new' Aljustrel plant has been designed to process 1.8 Mtpa of massive
sulphide zinc-lead ore containing copper and silver in lesser amounts.  The
plant will include the existing facilities with modifications for lead
concentrate production, and additional flotation facilities for zinc
concentrate.

At
full production, the annual average dry concentrate production from the
zinc-lead plant has been forecasted to be 168,000t of zinc concentrate at a
grade of 50% zinc and 36,500t of lead concentrate at a grade of 50% lead.

Selected
process streams will be sampled and analyzed in an on-stream analytical system
for operations monitoring and control purposes.

Copper
rich mineralization in the footwall of the Feitais deposit will be mined in the
last two years of the Aljustrel Life of Mine Plan.  Mining of the zinc zone
will provide access to the copper zone.  Two distinct copper ore types,
stockwork and massive sulphide, have been identified.  Similar to the zinc
ore, the copper massive sulphides require fine liberation sizes.  Test work
on stockwork copper ore indicated a coarser grind requirement than experienced
with the massive sulphides.  The copper circuit will utilize the zinc
flotation and dewatering circuits.  Mine production will be at a maximum
rate of 1.00 million tonnes per year.

Markets

An
internal marketing group will be responsible for marketing of all Aljustrel
concentrate products. It is not felt that placement of the concentrate will be
an issue given the current and projected shortage of zinc concentrates on the
world market.  The specific payment terms of individual contracts will be
negotiated on a periodic basis at prevailing world terms.

Contracts

Contracts
for mine services, smelting and refining, and transportation entered into by PA
are negotiated to be within prevailing market parameters and terms.  There
will be a tendering policy in place, which will be followed by the Purchasing
Department to ensure proper quality and pricing is obtained for contracted
services.  Contracts entered into by the Construction Manager, yet to be
appointed, during the development phase will have a tendering policy that is
reviewed and audited by PA.

Environmental
Considerations

An
Environmental Management and Closure Plan was completed by Rescan Environmental
Ltd. as part of the Aljustrel Feasibility Study and in a separate report
submitted to Portuguese government authorities.

From
an environmental perspective, it is important to note that:

- The
    area is disturbed by mining activities that date back to Roman times and,
    importantly, the Company is released from responsibility for the areas of
    previous contamination.  In particular, the abandoned Algares and Sao
    Joao surface areas are specifically excluded from the Environmental Plan and
    remain the responsibility of the State.
- Aljustrel
    is an existing mining operation with more or less continuous production from
    the 1850s to 1993.



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-
52 -



- Operational
    permits are in place, with the exception of an "Environmental Licensing
    Request" that must be made at the point that the mine is ready to commence
    operations.

The
Environmental Management Program primarily addresses, among other parameters,
water quality from the start of operations through to closure.

The
current tailings facility has inadequate free board for storage of storm events
as well as to receive additional tailings.  To accommodate the needs of the
new project, the existing tailings pond water will need to be treated and
discharged prior to start-up.  Tailings pond water is currently being
treated in the mill and discharged to the environment in anticipation of project
startup.

Tailings

The
key environmental issue is the management of the potentially acid producing
sulphide tailings and waste rock.  A secondary issue is the control of
sedimentation into streams during start-up construction as well as during
operation.  All the discharge from the mine and process plant will be
routed through the Tailings Dam.  Water discharged from the dam is either
treated for further use in the mine or treated to meet discharge standards.

An
operating water cover will be maintained over the tailings at all times to
exclude oxygen and prevent oxidation of the sulphides.  Sulphidic waste
rock will be incorporated into the backfill for permanent disposal underground.

Dewatering

There
is currently water being pumped from underground to keep the workings from
flooding.  As the mines are deepened and expanded, water from underground
will increase.  The current mine plan assumes that 2,160 to 2,450 m3/day
will be pumped from underground and that about 450 m3/day of
this will be service water.

This
draw down of ground water has been happening for years with no effect on current
agriculture usage.  The draw down cones are relatively steep (small
affected area) and ground water is not used for irrigation in the immediate mine
area.

Cyanide

Approximately
73 tonnes per month of cyanide is used in the process plant for lead-zinc
separation to recover a high-grade lead concentrate.  The cyanide has been
sourced in Portugal and will be supplied in 1 tonne bags inside a crate.
 The cyanide bag will be lifted over the mix tank and the dry cyanide
dumped into the tank to dissolve in water (caustic is normally used to ensure
high pH and no HCN risk).  The Aljustrel system will have a dry storage
area, mixing tank and holding tank away from any potential acid-generating
conditions.  The alkaline solution will be pumped to a head tank in the
mill and metered to the lead flotation circuit.  The cyanide management
plan for the mine will be further developed and refined during the construction
phase.  The plan will include shipping, storage, mixing, handling, spills
and disposal of wastes.

Hazardous
Waste Management

The
storage facility is specifically identified and has a standard spill response
plan and containment structure in place.  Industrial refuse will not be
stored on site but will be deposited in the local municipal landfill.



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53 -



Mine
Closure

All
mine components have been identified and all have a de-commissioning plan and
schedule.  There is a fund of US$0.25/tonne of ore that will be set aside
for final closure and this will reach approximately US$5 million.
 This will fund ongoing pumping costs to maintain a wet cover on the
Tailings Dam and regular engineering inspections that will be required.

Taxes

The
Moinho and Feitais deposits are covered by the Aljustrel Mining Lease, a 50-year
mining lease that was granted by the Portuguese Minister of Industry and Energy
to PA on the 10th of January 1992.  The lease is renewable and has no
royalty attached to it.  In Portugal, the federal income taxes on profits
are 25% and municipal taxes are 2.5% for a total of 27.5%.

Capital
Cost Estimates

The
total estimated capital cost to design, construct, install and commission the
new Aljustrel mining and processing facilities described in the 2004 Report is
US$86 million.  However, considering the scheduling of the project and
the revenue generated from the operation of Moinho prior to full start up of the
Feitais mine, there is an actual estimated net capital outlay of approximately
US$70 million.  The costs are all expressed in US dollars and exclude
taxes, duties, escalation and interest during construction.  The accuracy
of the estimate is considered to be about +/- 15%.  The contingency is
8% of the total direct and indirect costs, with no contingency on the Owner's
Costs or Working Capital.

Operating
Cost Estimates

Operating
cost for the 10-year mine life is estimated to be US$19.24/t milled.

Payback
and Economic Analysis

The
Aljustrel Life of Mine Plan and Financial Model demonstrates a payback of
initial capital at 3.51 years assuming a 5% discount rate.  This
assessment is based on a metal price assumption of US$0.50 per pound for zinc,
US$0.35 per pound for lead, US$0.95 per pound for copper and US$6.00 per ounce
for silver.  The Aljustrel Life of Mine Plan demonstrates a positive net
present value of US$56.8 million at a 5% discount rate after taxes and an
internal rate of return of 25.9%.  This positive value demonstrates that
the Probable Mineral Reserve as documented in the 2004 Report does in fact
constitute ore.  Assumptions used in the model include:

- Evaluation
    based on latest (March 2004) productivity estimates, capital and site costs,
- Depreciation
    rate is that allowed by Portuguese law and balances supplied by PA
    accounting,
- Equity
    financing is assumed for project capital costs other than European Union
    grants and interest free loans,
- Economic
    evaluation considers the payment of Portuguese taxes where applicable,
- Loss
    carry forwards and tax pools available to the Company,



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-
54 -



- Interest
    Income and distribution of profits on sale of assets at the end of the
    project are not included in the evaluation,
- Creditor
    amounts adjusted to 2001 financial statements of PA,
- Financial
    obligations to EDM (excluding initial buyout) included in the evaluation,
- European
    Union grants and interest free loans included in the financial evaluation,
    and
- Capital
    reflects the latest bids received from contractors including Outokumpu
    Mintec for the process plant.

Mine
Life

The
project mine life for the Life of Mine Plan in support of the Mineral Reserve
statement is approximately 10 years.  In practice, it is the opinion of the
authors that additional mine life may be added as the project progresses and
inferred resources at Feitais are upgraded to the measured category and adjacent
deposits are drilled off.  The design throughput for the mill is 1.8 Mtpa,
however if the throughput is higher or expansions are justified and implemented,
the mine life would be shortened accordingly.

Exploration
and Development

The
Company has made a commitment to proceed with the initial detailed engineering
required for the upgrades to the mill at Aljustrel, at an estimated cost of
$650,000.  The engineering work is expected to take two to three months to
complete. It is the intention of the Company to proceed, as market conditions
and commodity prices will allow, with separate project funding for Aljustrel to
finance the completion of the balance of the work required to upgrade the mill
and to develop the Feitais deposit as detailed in the updated Aljustrel Life of
Mine Plan.  The cost of the care and maintenance of Aljustrel over the
years ended 2002 and 2003 has averaged approximately $370,000 per month, and
that cost is not expected to change significantly.  The Company may realize
certain synergies as a result of the close proximity and common ownership of
Neves-Corvo and Aljustrel.

ITEM
5:  DIVIDENDS

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

ITEM
6:  DESCRIPTION OF CAPITAL STRUCTURE

General

The
Company is authorized to issue 1,000,000,000 Shares without par value of which
518,266,820 Shares were issued at March 29, 2005.  The holders of
Shares are entitled to receive notice of and attend all meetings of shareholders
with each Share held entitling the holder to one vote on any resolution to be
passed at such shareholder meetings.  The holders of Shares are entitled to
dividends if, as and when declared by the board of directors of the Company.
 The Shares are entitled upon liquidation,



---

-
55 -



dissolution
or winding up of the Company to receive the remaining assets of the Company
available for distribution to shareholders.

ITEM
7:  MARKET FOR SECURITIES

The
Company's Shares are listed and posted for trading on the TSX under the symbol
EZM.

Trading
Price and Volume

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

|Month          | High  | Low   | Volume    
|-------------- | ----- | ----- | ----------
|January        | $0.57 | $0.28 | 10,141,261
|February       | $0.79 | $0.40 | 16,207,577
|March          | $0.75 | $0.55 | 14,282,562
|April          | $0.66 | $0.57 | 11,556,739
|May            | $0.68 | $0.42 | 14,673,384
|June           | $0.73 | $0.53 | 25,099,978
|July
      (1) | $0.75 | $0.61 | 22,270,399
|August         | $0.69 | $0.58 | 33,568,396
|September      | $0.77 | $0.61 | 24,381,031
|October        | $0.87 | $0.68 | 38,143,460
|November       | $0.75 | $0.60 | 19,784,896
|December       | $0.71 | $0.62 | 12,915,775

(1)
From January 1, 2004 until July 4, 2004, the Company's shares were traded
through the facilities of the TSX Venture Exchange and on July 5, 2004, the
Company's Shares were delisted from trading on the TSX Venture Exchange and
were listed for trading on the senior board of the TSX.



ITEM
8:  ESCROWED SECURITIES

There
are no EuroZinc securities in escrow.



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-
56 -



ITEM
9:  DIRECTORS AND OFFICERS

Name,
Address, Occupation and Security Holding

The
name, province or state and country of residence, positions held with the
Company and principal occupation of each director, officer and executive officer
of the Company within the five preceding years as at the date of this AIF is as
follows:

Name,
        Position, Province or State  and Country of Residence(1)
      Principal
        Occupations Within Five Preceding   Years(1)
      Period
        of Service as a Director(2)J.E.
        (Ted) Fletcher(4)(5)Chairman, and Director
        BC, Canada
      Retired
        mining executive.
      Since
        September 1999Colin
        K. Benner
        Vice Chairman, Chief
        Executive Officer and Director
        BC, Canada
      Vice
        Chairman, Chief Executive Officer and Director of the Company; formerly
        President, Chief Executive Officer and director of Breakwater Resources
        Ltd., a mineral exploration and development company.
      Since
        December 1, 2004Alvin
        W.  JacksonPresident, Chief Operating Officer and Director
        BC, Canada
      President,
        Chief Operating Officer and Director of the Company.
      Since
        April 1999Ronald
        EwingExecutive Vice-President, Corporate Affairs
        BC, Canada
      Executive
        Vice-President, Corporate Affairs of the Company and Corporate
        Secretary; formerly Chief Financial Officer
      N/AJohn
        Greig(3) (5)Director
        BC, Canada
      Geologist.
      Since
        April 1999David
        F. Mullen(3) (4)Director
        BC, Canada
      Chief
        Executive Officer of HSBC Capital (Canada) Inc., a merchant banking
        company.
      Since
        April 1999Ryan
        Bennett(4)Director
        Colorado, USA
      Geologist
        and mining engineer; Vice President of  Resource Capital Fund, an
        investment fund focussing on mining and mineral exploration companies.
      Since
        April 1999Christian
        Bue(5)Director
        France
      International
        Consultant; Doctor in Economics, Universite de Paris; Retired mining
        company executive.
      Since
        June 2001Graham
        MascallDirector
        Surrey, England
      Self-employed
        mining/financial consultant.  Previously Vice President, Business
        Development of BHP Billiton a mineral exploration and development
        company.
      Since
        October 2002




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-
57 -



Ronald
        S. Simkus(4)
        Director
        BC,
        Canada
      Senior
        Vice-President, Mining of Corriente Resources Inc., a mineral
        exploration and development company since February, 2004; Previously
        President & CEO of Compania Minera Antamina, a mineral exploration
        company in Lima, Peru from May, 2001 to August, 2003; Previously
        President & General Manager, Highland Valley Copper, Logan Lake, BC
        a mineral exploration and development company from April, 1994 to May,
        2001
      Since
        April, 2004John
        G. Shanahan(3) (5)
        Director
        New York, USA
      Vice-President
        of Barclays Capital, an investment bank from January, 2001 to June,
        2002; Formerly Vice-President of TradingLinx.com an investment company
        from April, 2000 to October 2002; Formerly vice-President, Rothschild
        Inc., an investment bank from February, 1997 to April, 2000;
      Since
        April, 2004A.J.
        Ali
        Executive Vice
        President & Chief Financial Officer
        Lisbon,
        Portugal
      Executive
        Vice President and CFO of the Company; Formerly Senior Vice President,
        Finance of the Company; Formerly Vice President, Finance,
        Resource 21 LLC (a Boeing Company); Chartered Accountant.
      N/AAdriano
        F. Barros
        Vice President,
        Business Development - Braga, Portugal
      Mining
        Engineer.
      N/AGarnet
        Dawson
        Vice President,
        Exploration
        Vancouver, Canada
      Vice
        President, Exploration of the Company; registered Professional
        Geoscientist with the Association of the Professional Engineers and
        Geoscientists of British Columbia. Overall Qualified Person for the
        Company with respect to design and execution of exploration programs and
        mineral resource estimates
      N/A


(1)

The
information as to place of residence and principal occupation, not being within
the knowledge of the Company, has been furnished by the respective directors
individually.

(2)

All
directorships expire at the next Annual General Meeting of the shareholders of
the Company.  All officers hold office at the pleasure of the Board.

(3)

Denotes
members of the Audit Committee.

(4)

Denotes
members of the Compensation Committee.

(5)

Denotes
members of the Corporate Governance Committee.

As
at the date of this AIF, the directors and officers as a group beneficially own,
directly or indirectly, or exercise control or direction over 4,059,372 Shares,
representing 0.78% of the issued Shares.  Resource Capital Funds and the
directors and officers of EuroZinc hold a combined total of 171,629,906 Shares
representing 33.12% of the issued Shares.



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58 -



At
this time the Company does not have an Executive Committee.

Corporate
Cease Trade Orders or Bankruptcies

Except
as hereafter set out, no director or executive officer of the Company, or a
shareholder holding a sufficient number of Shares of the Company to affect
materially the control of the Company, is or within the 10 years before the date
of this AIF has been, a director or officer of any corporation that, while that
person was acting in that capacity, was the subject of a cease trade or similar
order, or an order that denied such corporation access to any exemption under
securities legislation, for a period of more than 30 consecutive days, or was
subject to an event that resulted, after the director or executive officer
ceased to be a director or executive officer in the corporation being the
subject of a cease trade order or similar order that denied such corporation
access to any exemptions under Canadian securities legislation, for a period of
more than 30 consecutive days or within a year of that person ceasing to act in
that capacity became bankrupt, made a proposal under any legislation relating to
bankruptcy or insolvency or was subject to or instituted any proceedings,
arrangement or compromise with creditors or had a receiver, receiver manager or
trustee appointed to hold the assets of such corporation.  The foregoing
information, not being within the knowledge of the Company, has been furnished
by the respective directors, officers and any control shareholder of the Company
individually.

Penalties
or Sanctions

No
director or officer of the Company has been the subject of any penalties or
sanctions imposed by a court relating to Canadian securities legislation or by a
Canadian securities regulatory authority or has entered into a settlement
agreement with a Canadian securities regulatory authority or, except as
hereafter set out, has been subject to any other penalties or sanctions imposed
by a court or regulatory body that would be likely to be considered important to
a reasonable investor in making an investment decision.

Personal
Bankruptcies

During
the ten years preceding the date of this AIF, no director, officer or a
shareholder holding a sufficient number of shares of the Company to affect
materially the control of the Company, or a personal holding company of any such
persons, has become bankrupt, made a proposal under any legislation relating to
bankruptcy or insolvency, or was subject to or instituted any proceedings,
arrangement, or compromise with creditors or had a receiver, receiver manager or
trustee appointed to hold his or her assets.  The foregoing information,
not being within the knowledge of the Company, has been furnished by the
respective directors, officers and any control shareholder of the Company
individually.

Conflicts
of Interest

The
Company's directors and officers may serve as directors or officers of other
companies or have significant shareholdings in other resource companies and, to
the extent that such other companies may participate in ventures in which the
Company may participate, the directors of the Company may have a conflict of
interest in negotiating and concluding terms respecting the extent of such
participation.  In the event that such a conflict of interest arises at a
meeting of the Company's directors, a director who has such a conflict will
abstain from voting for or against the approval of such a participation or such
terms.  From time to time several companies may participate in the
acquisition, exploration and development of natural resource properties thereby
allowing for their participation in larger programs, permitting involvement in a
greater number of programs and reducing financial exposure in respect of any one
program.  It may also occur that a particular company will assign all or a
portion of its interest in a particular program to another of these companies
due to the financial position of the company making the



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assignment.
 In accordance with the laws of British Columbia  the directors of the
Company are required to act honestly, in good faith and in the best interests of
the Company.  In determining whether or not the Company will participate in
a particular program and the interest therein to be acquired by it, the
directors will primarily consider the degree of risk to which the Company may be
exposed and its financial position at that time.

The
directors and officers of the Company are aware of the existence of laws
governing the accountability of directors and officers for corporate opportunity
and requiring disclosures by the directors of conflicts of interest and the
Company will rely upon such laws in respect of any directors' and officers'
conflicts of interest or in respect of any breaches of duty by any of its
directors and officers.  All such conflicts will be disclosed by such
directors or officers in accordance with the laws of British Columbia shall
govern themselves in respect thereof to the best of their ability in accordance
with the obligations imposed upon them by law.  The directors and officers
of the Company are not aware of any such conflicts of interests.

ITEM
10:  AUDIT COMMITTEE

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

The
Audit Committee's Charter

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

A.

"PURPOSE

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

B.

COMPOSITION,
PROCEDURES AND ORGANIZATION

1.

The
Committee shall consist of at least three members of the Board of Directors (the
"Board"), all of whom shall be "independent directors", as that term is
defined in National Instrument 52-110, "Audit Committees".

2.

All
of the members of the Committee shall be "financially literate"
(i.e. able to read and understand a set of  financial statements that
present a breadth and level of complexity of the issues that can reasonably be
expected to be raised by the Company's financial statements.

3.

At
least one member of the Committee shall have accounting or related financial
expertise (i.e. able to analyze and interpret a full set of financial
statements, including the notes thereto, in accordance with generally accepted
accounting principles).

4.

The
Board, at its organizational meeting held in conjunction with each annual
general meeting of the shareholders, shall appoint the members of the Committee
for the ensuing year.  The Board may at any time remove or replace any
member of the Committee and may fill any vacancy in the Committee.



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5.

Unless
the Board shall have appointed a chair of the Committee or  in the event of
the absence of the chair, the members of the Committee shall elect a chair from
among their number.

6.

The
secretary of the Committee shall be designated from time to time from one of the
members of the Committee or, failing that, shall be the Company's corporate
secretary, unless otherwise determined by the Committee.

7.

The
quorum for meetings shall be a majority of the members of the Committee, present
in person or by telephone or other telecommunication device that permits all
persons participating in the meeting to speak and to hear each other.

8.

The
Committee shall have access to such officers and employees of the Company and to
the Company's external auditors, and to such information respecting the
Company, as it considers to be necessary or advisable in order to perform its
duties and responsibilities.

9.

Meetings
of the Committee shall be conducted as follows:

(a)

the
Committee shall meet at least four times annually at such times and at such
locations as may be requested by the chair of the Committee.  The external
auditors or any member of the Committee may request a meeting of the Committee;

(b)

the
external auditors shall receive notice of and have the right to attend all
meetings of the Committee;

(c)

the
chair of the Committee shall be responsible for developing and setting the
agenda for Committee meetings and determining the time and place of such
meetings;

(d)

the
following management representatives shall be invited to attend all meetings,
except executive sessions and private sessions with the external auditors:

Chief
Executive Officer
Chief Financial Officer

(e)

other
management representatives shall be invited to attend as necessary; and

(f)

notice
of the time and place of every meeting of the Committee shall be given in
writing to each member of the Committee a reasonable time before the meeting.

10.

The
internal auditors and the external auditors shall have a direct line of
communication to the Committee through its chair and may bypass management if
deemed necessary.  The Committee, through its chair, may contact directly
any employee in the Company as it deems necessary, and any employee may bring
before the Committee any matter involving questionable, illegal or improper
financial practices or transactions.

11.

The
Committee shall have authority to engage independent counsel and other advisors
as it determines necessary to carry out its duties, to set and pay the
compensation for any advisors employed by the Audit Committee and to communicate
directly with the internal and external auditors.

C.

ROLES
AND RESPONSIBILITIES

1.

The
overall duties and responsibilities of the Committee shall be as follows:

(a)

to
assist the Board in the discharge of its responsibilities relating to the
Company's accounting principles, reporting practices and internal controls and
its approval of the Company's annual and quarterly consolidated financial
statements;





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61 -





(b)

to
establish and maintain a direct line of communication with the Company's
internal and external auditors and assess their performance;

(c)

to
ensure that the management of the Company has designed, implemented and is
maintaining an effective system of internal financial controls; and

(d)

to
report regularly to the Board on the fulfilment of its duties and
responsibilities.

2.

The
duties and responsibilities of the Committee as they relate to the external
auditors shall be as follows:

(a)

to
recommend to the Board a firm of external auditors to be engaged by the Company,
and to verify the independence of such external auditors;

(b)

to
review and approve the fee, scope and timing of the audit and other related
services rendered by the external auditors;

(c)

review
the audit plan of the external auditors prior to the commencement of the audit;

(d)

to
review with the external auditors, upon completion of their audit:

(i)

contents
of their report;

(ii)

scope
and quality of the audit work performed;

(iii)

adequacy
of the Company's financial and auditing personnel;

(iv)

co-operation
received from the Company's personnel during the audit;

(v)

internal
resources used;

(vi)

significant
transactions outside of the normal business of the Company;

(vii)

significant
proposed adjustments and recommendations for improving internal accounting
controls, accounting principles or management systems; and

(viii)

the
non-audit services provided by the external auditors;

(e)

to
discuss with the external auditors the quality and not just the acceptability of
the Company's accounting principles; and

(f)

to
implement structures and procedures to ensure that the Committee meets the
external auditors on a regular basis in the absence of management.

3.

The
duties and responsibilities of the Committee as they relate to the Company's
internal auditors are to:

(a)

periodically
review the internal audit function with respect to the organization, staffing
and effectiveness of the internal audit department;

(b)

review
and approve the internal audit plan; and

(c)

review
significant internal audit findings and recommendations, and management's
response thereto.

4.

The
duties and responsibilities of the Committee as they relate to the internal
control procedures of the Company are to:



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66 -





(a)

review
the appropriateness and effectiveness of the Company's policies and business
practices which impact on the financial integrity of the Company, including
those relating to internal auditing, insurance, accounting, information services
and systems and financial controls, management reporting and risk management;

(b)

review
compliance under the Company's Business Conduct Policy and to periodically
review this policy and recommend to the Board changes which the Committee may
deem appropriate;

(c)

review
any unresolved issues between management and the external auditors that could
affect the financial reporting or internal controls of the Company; and

(d)

periodically
review the Company's financial and auditing procedures and the extent to which
recommendations made by the internal audit staff or by the external auditors
have been implemented.

5.

The
Committee is also charged with the responsibility to:

(a)

review
the Company's quarterly statements of earnings, including the impact of
unusual items and changes in accounting principles and estimates and report to
the Board with respect thereto;

(b)

review
and approve the financial sections of:

(i)

the
annual report to shareholders;

(ii)

the
annual information form;

(iii)

prospectuses;
and

(iv)

other
public reports requiring approval by the Board,

and
report to the Board with respect thereto;

(c)

review
regulatory filings and decisions as they relate to the Company's consolidated
financial statements;

(d)

review
the appropriateness of the policies and procedures used in the preparation of
the Company's consolidated financial statements and other required disclosure
documents, and consider recommendations for any material change to such
policies;

(e)

review
and report on the integrity of the Company's consolidated financial
statements;

(f)

review
the minutes of any audit committee meeting of subsidiary companies;

(g)

review
with management, the external auditors and, if necessary, with legal counsel,
any litigation, claim or other contingency, including tax assessments that could
have a material effect upon the financial position or operating results of the
Company and the manner in which such matters have been disclosed in the
consolidated financial statements;

(h)

review
the Company's compliance with regulatory and statutory requirements as they
relate to financial statements, tax matters and disclosure of material facts;

(i)

develop
a calendar of activities to be undertaken by the Committee for each ensuing year
and to submit the calendar in the appropriate format to the Board of Directors
following each annual general meeting of shareholders



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(j)

establish
procedures for:

(i)

the
receipt, retention and treatment of complaints received by the Company regarding
accounting, internal accounting controls, or auditing matters; and

(ii)

the
confidential, anonymous submission by employees of the Company of concerns
regarding questionable accounting or auditing matters."

Composition
of the Audit Committee

The
Audit Committee consists of the following members:

John
        Shanahan
      independent(1)
      Financially
        literate(2)John
        A. Greig
      independent(1)
      Financially
        literate(2)David
        F. Mullen
      independent(1)
      Financially
        literate(2)


(1)

A
member of an audit committee is independent if the member has no direct or
indirect material relationship with the Company which could, in the view of the
Board of Directors, reasonably interfere with the exercise of a member's
independent judgment.

(2)

An
individual is financially literate if he has the ability to read and understand
a set of financial statements that present a breadth of complexity of accounting
issues that are generally comparable to the breadth and complexity of the issues
that can reasonably be expected to be raised by the Company's financial
statements.

Relevant
Education and Experience

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

John
        Shanahan
      Mr.
        Shanahan's area of expertise is in the sales and trading of
        commodities. He has an MBA from the Columbia Business School and has
        held a number of senior management positions, responsible for
        commodities sales and trading, with banks such as Barclays Capital and
        Rothschild Inc.John
        A. Greig
      Mr.
        Greig is a professional geologist who has been involved in the
        management of several successful mineral exploration companies, and has
        many years of experience served on the Boards of Directors of a number
        of public companies.David
        F. Mullen
      Chief
        Executive Officer, HSBC Capital (Canada) Inc., a merchant banking
        company since January 1994.  Mr. Mullen's background is
        in corporate debt and equity finance.  He also has a B.Comm and an
        MBA.


Pre-Approval
Policies and Procedures

If
the Audit Committee has adopted specific policies and procedures for the
engagement on non-audit services describe such policies and procedures here.
 Sample disclosure is as follows: "The Audit Committee is authorized by
the Board to review the performance of the Company's external auditors and
approve in advance provision of services other than auditing and to consider the
independence of the external auditors, including reviewing the range of services
provided in the context of all consulting services bought by the Company.
 The Audit Committee is authorized to approve any non-audit services

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64 -



or
additional work which the Chairman of the Audit Committee deems as necessary who
will notify the other members of the Audit Committee of such non-audit or
additional work.

External
Auditor Service Fees (By Category)

The
aggregate fees billed by the Company's external auditors in each of the last
two fiscal years for audit fees are as follows:

Financial
        Year Ending
      Audit
        Fees(1)
      Audit
        Related Fees(2)
      Tax
        Fees(3)
      All
        Other Fees(4)2004
      $53,000
      $92,729
      $61,398
      $02003
      $52,900
      $8,078
      $7,400
      $0


(1)

The
aggregate audit fees billed.

(2)

The
aggregate fees billed for assurance and related services that are reasonably
related to the performance of the audit or review of the Company's financial
statements which are not included under the heading "Audit Fees".

(3)

The
aggregate fees billed for professional services rendered for tax compliance, tax
advice and tax planning.

(4)

The
aggregate fees billed for products and services other than as set out under the
headings "Audit Fees", "Audit Related Fees" and "Tax Fees".

ITEM
11:  LEGAL PROCEEDINGS

Neither
EuroZinc nor its material properties are subject to any material legal
proceedings.

ITEM
12:  INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

The
Company believes no director or executive officer of the Company or any person
or company that is the direct or indirect beneficial owner of, or who exercise
control or direction over, more than 10% of any class or series of the Company's
outstanding voting securities or any associate or affiliate of any of the
persons or companies referred to above has any material interest, direct or
indirect, in any transactions which materially affected or would materially
affect the Company or any of its subsidiaries, occurring during the years ended
December 31, 2004, 2003 and 2002 except as follows:

1.

The
Boliden Loan was guaranteed by Resource Capital Fund III L.P. ("RCF III")
(the "Guarantee"), part of the group of Resource Capital Funds which
currently hold a control position in the Company.  As consideration for the
Guarantee, the Company agreed to issue RCF III (i) 2,100,000 warrants
(the "Guarantee Warrants") exercisable into Shares of the Company at a price
of $0.60 per Share until December 15, 2005, payable in cash or by off set
or cancellation of any amounts owed by RCF III from the Company in relation
to the Guarantee (ii) 1,400,000 additional warrants (the "Additional
Warrants"), such Additional Warrants having the same terms and conditions as
the Guarantee Warrants, in the event that the Boliden Loan is unpaid in full and
the Guarantee remains outstanding on August 1, 2004 and
(iii) commencing on October 31, 2004 and on the last calendar day of
each third month thereafter, such number of share purchase warrants, having the
same terms and conditions as the Guarantee Warrants, as is equal in number to
the summation of the US$ amount guaranteed by RCF III each day during the
three month period divided by the number of days in the three month period, such
that for every US$1.00 of the average principal amount outstanding one warrant
shall be issued, up to a maximum of 36,666,667 warrants.



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Since
RCF III is part of a group of funds that holds approximately 36% of the
issued Common Shares of the Company, and that there is a cross directorship
between RCF III and the Company, the Guarantee is a related-party
transaction, although it is exempt from the minority shareholder approval
usually required for a related-party transaction.  On October 19, 2004
the Company replaced the Guarantee with a bank guarantee, and the grant of
warrants to RCF III has ceased.  Prior to its replacement, the Company
issued a total of 12,195,652 warrants to RCF III under the Guarantee.



ITEM
13:  TRANSFER AGENTS AND REGISTRARS

The
Company's transfer agent and registrar is Computershare Trust Company of
Canada.  Transfers may be effected and registration facilities are
maintained at each of the following offices:  (i) 2nd Floor,
510 Burrard Street, Vancouver, BC  V6C 3B9; and (ii) 9th Floor,
100 University Avenue, Toronto, Ontario  M5J 2Y1.

ITEM
14:  MATERIAL CONTRACTS

(a)

Definitive
Purchase Agreement dated March 4, 2004 with Empressa de Desenvolvimento
Mineiro, SGPS, S.A to purchase a 51% interest in the Neves-Corvo copper mine in
Portugal.

(b)

Definitive
Purchase Agreement dated March 4, 2004 with the Rio Tinto Group for the
sale and purchase of Rio Tinto's 49% interest in the issued share capital of
Somincor and Tinto Europe's rights under and in respect of the Tinto Europe
Shareholder Loan Agreement.

(c)

Loan
Agreement dated December 21, 2004 among the Company and HVB, SG Corporate
& Investment Banking and Standard Bank that refinanced the Company's
existing US$100,000,000 credit facility.

(d)

Technical
Services, Technology and Equipment Agreement dated June 10, 2004 among
Iberian, Portuglobal, AGC Minas De Portugal, S.G.P.S., Unipessoal, Lda., Pirites
Alentejanas S.A. (each a subsidiary of the Company) and Outokumpu Technology, Oy
dated June 10, 2004.

(e)

Loan
Agreement dated June 15, 2004 between Boliden and the Company pursuant to
which Boliden agreed to loan the Company US$10 million.

(f)

Offtake
Agreement dated June 15, 2004 between Boliden and the Company pursuant to
which the Company will deliver annually approximately 150,000 tonnes of
copper concentrate from the Neves-Corvo mine to Boliden.

(g)

Technical
Services Agreement dated January 14, 2005 between EDM and the Company
pursuant to which EDM will provide consulting services to the Company on
technical matters.

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ITEM
15:  INTERESTS OF EXPERTS

Names
of Experts

Pricewaterhouse
Coopers LLP, Chartered Accountants provided an auditor's report dated
March 30, 2005 in respect of the Company's financial statements for the
year ended December 31, 2004.

Watson
Dauphinee & Masuch, Chartered Accountants provided an auditor's report
dated March 5, 2004 in respect of the Company's financial statements for the
year ended December 31, 2003.

James S.
Drake, P. Eng., a "qualified person" for the purposes of
NI 43-101, is a co-author responsible for the preparation of the technical
report titled "March 2004 Update of the Steffen Robertgson Kirsten
(Canada) Inc. Aljustrel Feasibility Study - June 2000" and dated
May 10, 2004.

Garnet
L. Dawson, P. Geo., a "qualified person" for the purposes of NI 43-101,
is a co-author responsible for the preparation of the technical report titled
"March 2004 Update of the Steffen Robertson Kirsten (Canada) Inc.
Aljustrel Feasibility Study - June 2000" and dated May 10, 2004.

Nick Watson,
C. Geol., C. Eng., of Wardell Armstrong International Ltd., an
independent "qualified person" for the purposes of NI 43-101, is a
co-author responsible for the preparation of the technical report titled "Revised
Technical Report on the Neves-Corvo Mine, Portugal" dated May 7, 2004.

Raymond Oates,
C. Eng., of Wardell Armstrong International Ltd., an independent "qualified
person" for the purposes of NI 43-101, is a co-author responsible for the
preparation of the technical report titled "Revised Technical Report on the
Neves-Corvo Mine, Portugal" dated May 7, 2004.

Phil Newal,
C. Eng., of Wardell Armstrong International Ltd., an independent "qualified
person" for the purposes of NI 43-101, is a co-author responsible for the
preparation of the technical report titled "Revised Technical Report on the
Neves-Corvo Mine, Portugal" dated May 7, 2004.

Nick Clarke,
C. Eng., of Wardell Armstrong International Ltd., an independent "qualified
person" for the purposes of NI 43-101, is a co-author responsible for the
preparation of the technical report titled "Revised Technical Report on the
Neves-Corvo Mine, Portugal" dated May 7, 2004.

Interests
of Experts

Except
as indicated below, none of the experts named in the "Names of Experts"
section, when or after they prepared the statement, report or valuation, has
received any registered or beneficial interests, direct or indirect, in any
securities or other property of the Company or of one of the Company's
associates or affiliates and is or is expected to be elected, appointed or
employed as a director, officer or employee of the Company or of any associate
or affiliate of the Company.  The information below has been provided to
the Company by the individual expert.

James Drake
and Garnet Dawson are employees of the Company.  James Drake holds
Shares and Options in the Company in an amount representing less than 1% of the
issued and outstanding Shares of the Company.



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ITEM
16:  ADDITIONAL INFORMATION

Additional
information, including directors' and officers' remuneration and
indebtedness, principal holders of the Company's securities, options to
purchase securities and interests of insiders in material transactions, where
applicable, is contained in the Company's Information Circular in respect of
its most recent annual meeting of shareholders that involved the election of
directors.  Additional financial information is available in the Company's
comparative audited consolidated financial statements together with the auditor's
report thereon for its most recently completed fiscal year.

A
copy of this AIF, the Company's Information Circular for its most recent
annual meeting and the financial statements (including any interim statements
from the past fiscal year) may be found on the SEDAR website at www.sedar.com
or be obtained upon request from the Secretary of the Company.  A
reasonable fee for copying may be charged if the request is made by a person who
is not a registered security holder of the Company.  Other information
regarding the Company may also be found on the SEDAR website.







7



---

Exhibit 2



EuroZinc
Mining Corporation



Years ended December 31, 2004
and 2003











Consolidated
Financial Statements









- Management's
    Responsibility for Financial Reporting
- Auditors'
    Report
- Consolidated
    Balance Sheets
- Consolidated
    Statements of Operations and Deficit
- Consolidated
    Statements of Cash Flows
- Notes
    to the Consolidated Financial Statements



---

Management's
Responsibility for Financial Reporting







The
consolidated financial statements and all information in the Annual Report have
been prepared by and are the responsibility of the management of the Company.



The
consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in Canada, using management's best
estimates and judgments based on currently available information. The Company
maintains an appropriate system of internal controls to provide reasonable
assurance that financial information is accurate and reliable and that the
Company's assets are appropriately accounted for and adequately safeguarded.



The
consolidated financial statements have been audited by PricewaterhouseCoopers
LLP, Chartered Accountants. Their report outlines the scope of their examination
and opinion on the consolidated financial statements.









Signed "
 C. K.  Benner
"
 , Vice-Chairman and Chief Executive Officer







Signed "
 Amjad J. Ali
"
 , Executive Vice-President and Chief Financial Officer



March 30,
2005



---

Auditors'
Report



To
the Shareholders of:

EUROZINC
MINING CORPORATION



We
have audited the consolidated balance sheet of EuroZinc Mining Corporationas
at December 31, 2004 and the consolidated statement of operations and deficit
and cash flows for the year then ended.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our audit.



We
conducted our audit in accordance with Canadian generally accepted auditing
standards.  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, 2004
and the results of its operations and its cash flows for the year ended
 December 31, 2004, in accordance with Canadian generally accepted
accounting principles.



The
financial statements as at December 31, 2003 and for the year ending December
31, 2003, prior to adjustment for the change in accounting policy regarding
reporting currency as described in Note 2, were audited by other auditors who
expressed an opinion without reservation on those statements in their report
dated March 5, 2004, except for note 13(c) which was as of April 6, 2004.
 We have audited the adjustments to the 2003 financial statements and in
our opinion, such adjustments, in all material respects, are appropriate and
have been properly applied.



Signed "Pricewaterhouse Coopers LLP"



Chartered
Accountants

Vancouver,
British Columbia, Canada

March
30, 2005



Comments
by Auditors for U.S. Readers on Canada-U.S. Reporting Difference



In
the United States, reporting standards for auditors require the addition of an
explanatory paragraph (following the opinion paragraph) when there are changes
in accounting principles that have a material effect on the comparability of the
company's financial statements, such as the changes described in Note 3 to the
financial statements.  Our report to the shareholders dated March 30, 2005
is expressed in accordance with Canadian reporting standards which do not
require a reference to such changes in accounting principles in the auditors'
report when the changes are properly accounted for and adequately disclosed in
the financial statements.





Signed "Pricewaterhouse Coopers LLP"



Chartered
Accountants

Vancouver,
British Columbia, Canada

March
30, 2005



---

|EUROZINC
      MINING CORPORATION                                
|-----------------------------------------------------------------
|Consolidated
      Balance Sheets                                
|As
      at December 31, 2004 and 2003                           
|(in
      thousands of US dollars)                               
|                                                                 
|                                                                 
|ASSETS                                                           
|Current                                                          
|Cash
      and cash equivalents                                  
|Accounts
      receivable                                        
|Inventories
      (Note 5)                                       
|Prepaid
      expenses and other current assets                  
|                                                                 
|Restricted
      cash (Note 6)                                   
|Property,
      plant and equipment (Note 7)                     
|Future
      income tax asset (Note 16)                          
|Deferred
      financing costs                                   
|                                                                 
|                                                                 
|LIABILITIES                                                      
|Current                                                          
|Accounts
      payable and accrued liabilities                   
|Loan
      payable (Note 8)                                      
|Current
      portion of long-term debt (Note 9)                 
|                                                                 
|Long-term
      debt (Note 9)                                    
|Derivative
      instruments liability (Note 10)                 
|Aljustrel
      production liabililities (Note 11)               
|Asset
      retirement obligations (Note 12)                     
|Other
      obligations upon mine closure (Note 13)              
|                                                                 
|                                                                 
|                                                                 
|SHAREHOLDERS'
      EQUITY                                       
|Share
      capital (Note 14)                                    
|Fair
      value of options and warrants (Note 14(d))            
|Currency
      translation account (Note 14(e))                  
|Deficit                                                          
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Commitments
      and contingencies (Note 18)                    
|Subsequent
      events (Note 19)                                
|                                                                 
|APPROVED
      BY THE BOARD                                      
|                                                                 
|signed
      "David F. Mullen"                                   
|                                                                 
|signed
      "J. Edward Fletcher"                                
|                                                                 
|See
      accompanying notes to consolidated financial statements

---

|EUROZINC
      MINING CORPORATION                                  
|-------------------------------------------------------------------
|Consolidated
      Statements of Operations and Deficit            
|For
      the years ended December 31, 2004 and 2003               
|(in
      thousands of US dollars, except for per share amounts)   
|                                                                   
|(Restated)                                                         
|(Note
      3)                                                     
|Revenues                                                           
|Operating
      costs                                              
|Accretion
      of asset retirement obligations                    
|Depreciation,
      amortization and depletion                     
|Operating
      profit                                             
|                                                                   
|Expenses                                                           
|General
      and administration                                   
|Interest
      and accretion of long-term debt                     
|Financing
      costs                                              
|Stock-based
      compensation (Note 14(b))                        
|Foreign
      exchange gain                                        
|Other                                                              
|Unrealized
      loss on derivative instruments (Note 10(d))       
|                                                                   
|                                                                   
|Income
      (loss) before taxes                                   
|Income
      tax expense (Note 16)                                 
|Net
      income (loss) for the year                               
|Deficit,
      beginning of year                                   
|Effect
      on changes in accounting policy (Note 3(a))           
|Restated
      deficit, beginning of year                          
|                                                                   
|Deficit,
      end of year                                         
|                                                                   
|Earning
      (loss) per share - basic                             
|Earning
      (loss) per share - basic                             
|Earning
      (loss) per share - fully diluted                     
|Earning
      (loss) per share - fully diluted                     
|                                                                   
|Weighted
      average number of shares outstanding - Basic        
|Weighted
      average number of shares outstanding - Fully diluted
|                                                                   
|See
      accompanying notes to  consolidated financial statements 



---

EUROZINC
MINING CORPORATION

Consolidated
Statements of Cash Flows

For
the years ended December 31, 2004 and 2003

(In
thousands of US dollars)

|                                                                             |               | 2004         | 2003    |  
|---------------------------------------------------------------------------- | ------------- | ------------ | ------- | -
|(Restated)                                                                   |              
|Operating
      activities                                                   | (Note 3)      |             
|Net
      income (loss) for the year                                         | $17,467       | $(827)       |        
|Non-cash
      items:                                                       
|Depreciation,
      depletion and amortization                               | 13,298        | 91           |        
|Amortization
      of deferred financing costs                               | 797           | -            |        
|Accretion
      expense                                                      | 2,336         | 1,552        |        
|Provision
      for obligations upon mine closure                            | 125           | -            |        
|Stock-based
      compensation                                               | 1,516         | -            |        
|Unrealized
      foreign exchange gain                                       | 1,563         | (1,679)      |        
|Future
      income taxes                                                    | (15,451)      | -            |        
|Unrealized
      loss on derivative instruments                              | 32,128        | -            |        
|Other                                                                        | 154           | 241          |        
|                                                                             |               | 53,933       | (622)   | -
|Changes
      in non-cash working capital items                              | (11,820)      | (392)        |        
|Cash
      provided by (used in) operations                                  | 42,113        | (1,014)      | -      
|                                                                             |               |              |         |  
|Financing
      activities                                                  
|Shares
      issued for cash                                                 | 87,446        | 8,082        |        
|Share
      issue costs                                                      | (5,204)       | (711)        |        
|Share
      subscription receivable                                          | 2,152         | (2,152)      |        
|Other
      liability payments                                               | 518           | (14)         |        
|Deferred
      financing costs                                               | (1,518)       | -            |        
|Proceeds
      from loans                                                    | 172,462       | 3,695        |        
|Repayments
      of long-term debts                                          | (50,000)      | -            |        
|                                                                             |               | 205,856      | 8,900   |  
|                                                                             |               |              |         |  
|Investing
      activities                                                  
|Acquisition
      of subsidiary, net of cash (Note 4)                        | (188,415)     | (768)        |        
|Purchases
      of property, plant and equipment                             | (32,055)      | (3,049)      |        
|Payment
      of copper put premiums                                         | (553)         | -            |        
|Restricted
      investments                                                 | (2,550)       | -            |        
|                                                                             |               | (223,573)    | (3,817) |  
|                                                                             |               |              |         |  
|Effect
      of exchange rate changes on cash and cash equivalents           | 583           | -            |        
|                                                                             |               |              |         |  
|Increase
      in cash and cash equivalents during the year                  | 24,979        | 4,069        |        
|Cash
      and cash equivalent, beginning of year                            | 4,266         | 197          |        
|Cash
      and cash equivalent, end of year                                  | $29,245       | $4,266       |        
|                                                                             |               |              |         |  
|Supplemental
      disclosure of non-cash investing and financing activities
|Warrants
      issued pursuant to loan guarantee                             | $2,080        | $   
      - |        
|Shares
      issued for interest payable                                     | $    
      - | $399         |        
|Shares
      issued for redemption of convertible debentures                 | $    
      - | $11,859      |        
|                                                                             |               |              |         |  
|See
      accompanying notes to consolidated financial statements            |              

---

EUROZINC
MINING CORPORATION

Notes
to Consolidated Financial Statements

For
the years ended December 31, 2004 and 2003

(in
thousands of US dollars, except for shares and per share amounts)

Page
1





1.

NATURE
OF OPERATIONS



EuroZinc
Mining Corporation and its subsidiaries ("the Company") are engaged in base
metal mining and related activities, including exploration, extraction,
processing and reclamation.  Copper, the primary product, is produced from
the Neves-Corvo copper mine, located near Castro Verde, Portugal.



The
Company is also focused on the development of the Aljustrel zinc project in
Portugal and a production decision is expected to be made in 2005.



2.

SIGNIFICANT
ACCOUNTING POLICIES



The
Company's consolidated financial statements are prepared in accordance with
accounting principles generally accepted in Canada.  The preparation of
financial statements in accordance with Canadian generally accepted accounting
principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosures of contingent assets
and liabilities as at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period.  Areas
requiring the use of significant estimates include the determination of
quantities of proven and probable reserves, expected cost of asset retirement
obligations, valuation of options and warrants and their fair values and the
assessment of impairment in value of long lived assets.  Actual results
could differ from those estimates and could be material.  Significant
differences from United States generally accepted accounting principles are
disclosed in Note 20.



a)

Basis
of presentation



As
a result of the Somincor acquisition (Note 4) the Company re-evaluated its
reporting currency and decided to adopt the US dollar as its reporting currency
in fiscal year 2004. Therefore, the Company re-stated all comparative amounts
into US dollars using the current rate method whereby all revenues, expenses and
cash flows were translated at the exchange rates that were in effect during
these periods (average rate for 2003 - CDN$1.4015 for US$1.00) and assets and
liabilities were translated at the closing rates in effect at the end of each
period (2003 - CDN$1.2965 for US$1.00).  Equity transactions have been
translated at historic rates.  The resulting net translation adjustment of
$135 has been credited to the currency translation account for 2003.



b)

Revenue
Recognition

Revenue
is recognized when the title and risk of ownership of metal bearing concentrates
have passed and collection is reasonably assured.  Revenue from the sale of
metals may be subject to adjustment upon final settlement of metal prices,
weights and assays, and adjustments to revenue are recorded in the period of
determination.  The revenue is reported net of smelting and refining
charges.



c)

Cash
and Cash Equivalents



The
Company considers cash and cash equivalents to be cash on deposit and highly
liquid short-term interest bearing securities with maturities at the date of
purchase of three months or less.



---

EUROZINC
MINING CORPORATION

Notes
to Consolidated Financial Statements

For
the years ended December 31, 2004 and 2003

(in
thousands of US dollars, except for shares and per share amounts)

Page
2





d)

Inventories



Concentrate
inventories are stated at the lower of their production cost, including
depreciation, and net realizable value.  Raw materials and consumables are
valued at average cost net of obsolescence.



e)

Property,
plant and equipment



i)

Property,
plant and equipment



Plant
and equipment are recorded at cost and depreciated over the estimated life of
the related assets calculated on a unit of production or straight-line basis, as
appropriate.  Maintenance, repairs and renewals are charged to operations.
 Betterments are capitalized.  Any gains or losses on disposition of
property, plant and equipment are reflected in the statement of operations.



Assets
acquired under capital leases are recorded using the financial method where the
cost of the leased asset is recorded as a fixed asset and the corresponding
lease obligation recorded as a loan, with the interest component of the lease
installment recorded as an expense.  Subsidies received to partly finance
fixed assets are netted against the cost of the related assets.



ii)

Mineral
properties



The
Company records its interest in mineral properties at cost.  Exploration
expenditures relating to properties that have resources or significant
mineralization which require additional exploration are deferred and amortized
against future production following commencement of commercial production, or
written off if the properties are sold, allowed to lapse, abandoned or impaired.



Upon
commencement of production, mineral properties and deferred costs relating to
mines are amortized over the estimated life of the proven and probable reserves
to which they relate, calculated on a units of production basis.



iii)

Impairment
assessment



Effective
January 1, 2004, the Company conformed to the requirements of CICA 3063, "Impairment
of Long-Lived Assets". The Company performs periodic impairment tests on its
property, plant and equipment when events or changes in circumstance indicate
that the carrying value of the mineral properties may not be recoverable.
 These tests compare expected undiscounted future cash flows from these
assets to their carrying values.  If shortfalls exist, assets are written
down to the discounted value of future cash flows.



Management's
estimates of mineral prices, recoverable proven and probable reserves, resources
and operating, capital and reclamation costs are subject to certain risks and
uncertainties that may affect the recoverability of property, plant and
equipment and deferred mineral property costs.  Although management has
made its best estimate of these factors, it is possible that material changes
could occur which may adversely affect management's estimate of the net cash
flows to be generated from its properties.

---

EUROZINC
MINING CORPORATION

Notes
to Consolidated Financial Statements

For
the years ended December 31, 2004 and 2003

(in
thousands of US dollars, except for shares and per share amounts)

Page
3







f)

Foreign
Currency Translation



The
Company's foreign operations are determined to be of a self-sustaining nature.
 Accordingly, the accounts of the foreign operations are translated using
the current rate method.  Under this method, assets and liabilities are
translated at the exchange rate in effect at the end of the year, and revenues
and expenses are translated at the average exchange rate for the year.
 Gains and losses on translation of these foreign operations are included
in equity in the currency translation account.



Monetary
assets and liabilities are translated at the exchange rate in effect at the end
of the year, and non-monetary assets and liabilities are translated at the
exchange rates prevailing at the transaction dates.  Revenues and expenses
are translated at the exchange rates prevailing on the dates of the respective
transactions.  Translation gains and losses are included in the
consolidated statements of operations.



g)

Income
Taxes



The
Company uses the liability method of accounting for income taxes.  Under
the liability method, future income tax assets and liabilities are determined
based on differences between the financial statement carrying values of existing
assets and liabilities and their respective income tax bases (temporary
differences) and available loss carry forwards.  Future income tax assets
and liabilities are measured using the enacted tax rates expected to be in
effect when the temporary differences are likely to reverse.  The effect on
future income tax assets and liabilities of a change in tax rates is included in
operations in the period in which the change is substantively enacted.  The
amount of future income tax assets recognized is limited to the amount that is
more likely than not to be realized.



h)

Deferred
Financing Costs



The
Company defers costs directly related to long-term debt financing and amortizes
these costs over the term of the debt. The Company writes off deferred financing
costs associated with debt settlement or refinancing on settlement dates.



3.

CHANGES
IN ACCOUNTING POLICIES

a)

Stock-Based
Compensation

As
of January 1, 2004 the Company adopted the recommendations of CICA 3870, "Stock-Based
Compensation and Other Stock-Based Payments".  Stock-based compensation
awards are calculated using the Black-Scholes option pricing model.  The
Company recognizes compensation expense relating to stock options and grants at
the grant date since the stock options and grants vest immediately.



Using
the fair value method for stock-based compensation the Company recorded an
additional charge of $309 to opening deficit at January 1, 2004 with a
corresponding increase to warrants and options for stock options granted during
2002.  No stock options were granted in 2003.  This amount was
determined using an option pricing model assuming a risk-free interest rate of
4%, dividend yield of 0%, stock price volatility of 97% and an expected life of
the options of five years.

---

EUROZINC
MINING CORPORATION

Notes
to Consolidated Financial Statements

For
the years ended December 31, 2004 and 2003

(in
thousands of US dollars, except for shares and per share amounts)

Page
4







b)

Asset
Retirement Obligations

Effective
January 1, 2004 the Company adopted CICA 3110 "Asset Retirement Obligations"
on a retroactive basis whereby the fair value of the retirement obligation is
initially recorded and the carrying value of the related asset is increased by a
corresponding amount. In subsequent periods, the carrying amount of the
liability is accreted to reflect the passage of time and any changes in the
timing or amount of the underlying future cash flows. The asset retirement cost
is amortized over the asset's useful life.



The
change in policy was applied retroactively with restatement of prior periods.
 The impact of the change was to increase the asset retirement obligation
by $3,768 and increase the carrying value of the Aljustrel mine by the same
amount.  The accretion for 2002 of $188 increased the 2003 opening deficit
and the accretion for 2003 of $198 was charged to operations.



c)

Derivative
Instruments

Effective
January 1, 2004, the Company prospectively adopted the new CICA Accounting
Guideline 13, "Hedging Relationships" that establishes new criteria for
hedging relationships in effect on or after January 1, 2004.  To qualify
for hedge accounting, the hedging relationship must be appropriately documented
and there must be reasonable assurance, both at the inception and throughout the
term of the hedge, that the hedging relationship will be effective.
 Effectiveness requires a high degree of correlation of changes in fair
values or cash flows between the hedged item and the hedge.  For contracts
that qualify for hedge accounting, gains or losses are recorded in the statement
of operations in the same period as the hedged item; for contracts that do not
qualify for hedge accounting, gains or losses arising from the changes in their
fair value are recorded quarterly in earnings.  The Company has chosen not
to apply hedge accounting and has recorded the derivatives at their fair market
value.  The impact of this policy is discussed in Note 10.



4.

BUSINESS
ACQUISITION



On
June 18, 2004, the Company acquired a 100% interest in Sociedade Mineira De
Neves Corvo S.A. ("Somincor") which owns the Neves-Corvo copper mine,
located near Castro Verde, Portugal.  The consideration paid was $154,353
(128,041 Euros).



The
acquisition agreement provides for the vendors to receive additional
consideration as price participation payments ("PPP") on 50% of copper sold
by Somincor when the average price of copper, calculated quarterly using the
London Metals Exchange average spot price of copper, exceeds $0.90 per pound for
the first year and $0.95 for years two, three and four from the acquisition
date. This contingent consideration will adjust the purchase price when
additional payments are made.



For
the period ended September 30, 2004, the Company paid $10,526 to the vendors for
PPP.  On December 22, 2004, the Company paid $22,000 to acquire 49% of the
Price Participation Rights, effective October 1, 2004.  On January 28,
2005, the Company purchased the remaining 51% for $26,000 with the same
effective date.   These payments have been and will be reflected as
additions to the purchase price.



---

EUROZINC
MINING CORPORATION

Notes
to Consolidated Financial Statements

For
the years ended December 31, 2004 and 2003

(in
thousands of US dollars, except for shares and per share amounts)

Page
5





The
acquisition was accounted for by the purchase method, which resulted in the
allocation of the consideration paid to the fair value of the assets acquired
and the liabilities assumed, as follows:

|                                                           |          |  |         
|---------------------------------------------------------- | -------- |  | --------
|Net
      identifiable assets acquired:                   
|Current
      assets (excluding cash)                      | $28,867 
|Property,
      plant and equipment                        | 138,389 
|Mineral
      properties                                   | 54,073  
|Mine
      development                                     | 20,236  
|Future
      income tax asset                              | 18,005  
|Restricted
      cash                                      | 15,962  
|                                                           |          |  | 275,532 
|Less:                                                     
|Accounts
      payable and accrued liabilities             | (36,027)
|Provision
      for asset retirement obligations           | (47,095)
|Long-term
      liabilities                                | (3,995) 
|Total
      purchase price                                 | $188,415
|                                                           |          |  |         
|Consideration
      paid is as follows:                   
|Cash
      paid to vendor on June 18, 2004 (128,041 Euros) | $154,353
|Additional
      consideration paid to September 30, 2004  | 10,526  
|Additional
      consideration paid to December 31, 2004   | 22,000  
|Acquisition
      costs                                    | 3,442   
|Less:
      cash aquired                                   | (1,906) 
|                                                           |          |  | $188,415



These
consolidated financial statements include the results from operations of the
Neves-Corvo mine commencing from June 18, 2004, the date of acquisition.



5.

INVENTORIES



The
inventories consist of:

|                             |         | 2004          | 2003        
|---------------------------- | ------- | ------------- | ------------
|Copper
      concentrates    | $10,398 | $    
      -
|Materials
      and supplies | 6,368   | -            
|Ore
      in process         | 356     | -            
|                             |         | $17,122       | $   
      -



6.

RESTRICTED
CASH



The
Company voluntarily funds its reclamation obligations at the Neves-Corvo mine by
periodic transfers to a segregated bank account.  The Company is not
obligated to make these transfers but elected to segregate the funds in order to
qualify for a Portuguese income tax deduction.  The use of the funds in
this account is restricted to reclamation and remediation activities.



---

EUROZINC
MINING CORPORATION

Notes
to Consolidated Financial Statements

For
the years ended December 31, 2004 and 2003

(in
thousands of US dollars, except for shares and per share amounts)

Page
6





7.

PROPERTY,
PLANT AND EQUIPMENT



Property,
plant and equipment consist of:



|                            | December
      31, 2004 |                     | December
      31, 2003
|--------------------------- | ----------------------- | ------------------- | -----------------------
|                            |                         | Accumulated         |                        
|                            |                         | depreciation        |                        
|                            | Cost                    | and
      depletion | Net                    
|Mineral
      properties   
|Neves-Corvo                 | $56,122                 | $1,931              | $54,191                
|Aljustrel                   | 11,594                  | -                   | 11,594                 
|Crypto                      | 288                     | -                   | 288                    
|                            | 68,004                  | 1,931               | 66,073                 
|Plant
      and equipment  
|Neves-Corvo                 | 162,447                 | 11,264              | 151,183                
|Aljustrel                   | 6,823                   | 247                 | 6,576                  
|Other                       | 110                     | 71                  | 39                     
|                            | 169,380                 | 11,582              | 157,798                
|Development
      and other
|Neves-Corvo                 | 28,807                  | -                   | 28,807                 
|Aljustrel                   | 24,034                  | -                   | 24,034                 
|Malhadinha                  | 2,459                   | -                   | 2,459                  
|Crypto                      | 18                      | -                   | 18                     
|                            | 55,318                  | -                   | 55,318                 
|                            |                         |                     |                        
|Total                       | $292,702                | $13,513             | $279,189               





8.

LOAN
PAYABLE



On
June 15, 2004, the Company entered into a $10,000 loan agreement (the "Boliden
Loan") with Boliden Mineral AB.  The Boliden Loan bears interest at the
rate of one month LIBOR plus 3.5% per annum and matures on June 15, 2005.
 The loan may be repaid, in whole or in part without penalty.



The
Boliden Loan was collateralized by a guarantee by Resource Capital Fund III L.P.
("RCF").  In consideration for the guarantee, the Company granted an
aggregate of 12,195,652 share purchase warrants between June 15 and October 19,
2004 to RCF (the "RCF Warrants"), each exercisable at a price of CDN$0.60
per share and expiring eighteen months from the issue date. The value of the RCF
Warrants was determined to be $2,080 (Note 14(c)) and was charged to deferred
financing costs.  These costs are amortized over the life of the Boliden
Loan.



On
October 19, 2004, the Company replaced the RCF guarantee with a bank guarantee
and further granting of the RCF Warrants ceased as of that date.

---

EUROZINC
MINING CORPORATION

Notes
to Consolidated Financial Statements

For
the years ended December 31, 2004 and 2003

(in
thousands of US dollars, except for shares and per share amounts)

Page
7





9.

LONG-TERM
DEBT



|                                       |          |                |     
|-------------------------------------- | -------- | -------------- | ----
|                                       |          | 2004           | 2003
|Somincor
      bonds - 2005 to 2009    | $36,777  | $     
      -
|Collateralized
      term loan         | 50,000   | -             
|Price
      participation loan         | 22,000   | -             
|Copper
      put premiums              | 20,943   | -             
|Capital
      lease obligation         | 5,260    | 18            
|Deferred
      employee housing sales  | 740      | 671           
|EU
      interest free investment loan | 4,565    | -             
|                                       |          | 140,285        | 689 
|Less:                                 
|Current
      portion                  | (17,975) | (173)         
|Long
      term portion                | $122,310 | $516          

The
payment obligations over the next five years are expected to be:



|     |  |        | Copper             |          |                      |         
|---- |  | ------ | ------------------ | -------- | -------------------- | --------
|     |  | Other  | Put
      Premiums | Debt     | Capital
      leases | Total   
|     |  |        |                    |          |                      |         
|2005 |  | $963   | $2,572             | $12,250  | $2,190               | $17,975 
|2006 |  | 1,118  | 8,637              | 9,750    | 1,694                | 21,199  
|2007 |  | 1,889  | 9,734              | -        | 970                  | 12,593  
|2008 |  | 1,335  | -                  | 50,000   | 406                  | 51,741  
|2009 |  | -      | -                  | 36,777   | -                    | 36,777  
|     |  | $5,305 | $20,943            | $108,777 | $5,260               | $140,285



a)

On
June 18, 2004, as part of the acquisition funding for Somincor, the Company
entered into a senior collateralized debt facility for $100,000 repayable over
an eight year period with semi-annual mandatory repayments starting in June
2005. This facility also mandated a three-year copper price protection program,
principally in the form of copper puts and call/put options for one year.
 This $100,000 debt was settled during the year as follows:



i)

On
December 17, 2004 a principal amount of $15,000 was paid from operating cash
flow.

ii)

On
the same date, Somincor issued 540,000 unsecured bonds with a nominal value of
50 Euro each for a total of $36,777 (27,000 Euros).  The bonds have a five
year term with 100% of the principal repayable on maturity. The bonds bears
interest at "EURIBOR 6 months" plus an annual spread of 1.075% until the
US$50,000 debt in (iii) below is repaid, thereafter the spread will be 0.875%.
 Interest payments are due on June 17 and December 17 of each year.

iii)

Proceeds
from an amended debt facility of $50,000 repayable over a three and a half year
period with equal semi-annual mandatory repayments commencing on June 30, 2005
until the final maturity date June 30, 2008.  This facility bears interest
at LIBOR plus 2.25% per

---

EUROZINC
MINING CORPORATION

Notes
to Consolidated Financial Statements

For
the years ended December 31, 2004 and 2003

(in
thousands of US dollars, except for shares and per share amounts)

Page
8





annum.
 The loan is collateralized by all of the assets of Somincor, a pledge of
shares and is guaranteed by one of the Company's Portuguese subsidiaries.



b)

On
December 22, 2004, the Company entered into an eighteen month debt facility for
$48,000 to purchase the PPP from Rio Tinto Group and Empresa de Desenvolvimento
Mineiro SGPS, S.A. ("EDM") with the effective date of October 1, 2004. The
first drawdown of $22,000 was made on December 22, 2004 and the balance of
$26,000 was drawn down subsequent to year end (Note 19). This facility bears
interest at LIBOR plus a margin of 3.5% and is repayable by quarterly payments
commencing January 31, 2005.  Quarterly payments are equal to the greater
of the PPP payable or $10,000 for first installment and $5,000 thereafter.



c)

Capital
lease obligations in 2004 relate to mining equipment and passenger vehicles over
three or four year terms.



d)

The
Company's wholly-owned subsidiary, Somincor, has entered into sales contracts
(as vendor) with certain employees (as purchasers), whereby the Company has
agreed to sell certain residential housing units to the purchasers.  Title
to the housing units is transferred to the purchasers upon receipt of the final
payment pursuant to the contract and the land title subdivision is complete.
 As of December 31, 2004, the Company has received amounts totaling $738
(2003 - $671) pursuant to such agreements.



e)

The
EU has established special investment programs to promote the development of
some countries inside the European Union.  The mine is located in one of
the regions of Portugal that qualifies for investment incentives.  The
incentives granted by the Portuguese Government include both non-refundable and
interest-free loans.  During 2001 and 2002 Somincor spent approximately
$20,000 in eligible investments which resulted in a non-refundable grant of $800
and an interest-free loan of $4,565 repayable over the next four years.



10.

FINANCIAL
INSTRUMENT, DERIVATIVES AND RISK MANAGEMENT



The
Company is exposed to changes in commodity prices, foreign exchange and interest
rates. In conducting its business the Company uses various instruments including
forwards swaps and options only for the purpose of managing these risks and not
for trading purposes.



a)

Foreign
Exchange Rate Risk

The
Company has exposure to Euro/US$ exchange rates because it has operations in
Europe while the revenues for the commodities mined are denominated in US
dollars.  The Company has entered into foreign exchange forward contracts
and options to fix the exchange rate for its planned expenditures at the
Neves-Corvo mine (Note 19(d)).



b)

Credit
Risk

Derivative
credit risk arises from the possibility that a counterparty to a contract fails
to perform according to the terms of the contract. Derivative credit risk is
minimized by dealing with large credit-worthy counterparties.



Accounts
receivable credit risk is reduced by the Company having long-term contracts with
major smelting companies that cover over 90% of its sales.  Historically,
all of these companies have paid on time and on the dates stated in the
contract.  Customers without proven credit history are required to provide
Letters of Credit before shipment of concentrates.

---

EUROZINC
MINING CORPORATION

Notes
to Consolidated Financial Statements

For
the years ended December 31, 2004 and 2003

(in
thousands of US dollars, except for shares and per share amounts)

Page
9







c)

Interest
Risk

The
Company has long term debt with variable interest rates.  The interest rate
risk has been managed by fixed interest swap agreements for $50,000 representing
about 46% of the total variable interest debt. The effect of a 1% change in the
non-swap portion of the debt would result in a cost or gain of $588 per annum.



d)

Fair
Value



The
fair values of the Company's cash and cash equivalents, accounts receivable,
restricted cash, accounts payable and loan payable approximate their carrying
values.  Management believes that the fair value of long-term debt
approximates the carrying value due to the recent re-financing completed by the
Company.



The
Company's original lenders mandated a copper price protection as a condition
precedent to the debt financing for the acquisition of Somincor. The requirement
was to buy derivatives for a three year period for approximately 70% of the
Neves-Corvo copper production.  The fair value of all the derivatives has
been estimated using year-end market values. These fair values approximate the
amount the Company would either pay or receive to settle the contracts at
December 31, 2004 and are as follows:







UnrealizedCost
      
      
      Fair
        value
      
      
      LossCopper put options
      $
      21,241
      
      $
      4,172
      
      $
      17,069Copper calls and puts
      
      -
      
      
      (14,623)
      
      
      14,623Interest
        rate swap - $50 million
      
      -
      
      
      (436)
      
      
      436$
      21,241
      
      $
      (10,887)
      
      $
      32,128








11.

ALJUSTREL
PRODUCTION LIABILITIES



The
following amounts are payable only upon production from the Aljustrel mine:



|                                                     |  |  |  | 2004    | 2003   
|---------------------------------------------------- |  |  |  | ------- | -------
|Interest
      bearing debt - principal and interest |  |  |  | $6,755  | $5,955 
|Non-interest
      bearing debt                      |  |  |  | 6,547   | 5,750  
|Other
      creditors                                |  |  |  | 2,453   | 2,164  
|                                                     |  |  |  | $15,755 | $13,869



Interest
and non-interest bearing debts payable to EDM and amounts due to creditors were
assumed on the purchase of the Aljustrel mine and are only repayable following
commencement of commercial production of a specified deposit.



a)

Debt
of $6,755 (4,984 Euros), bears interest at EURIBOR and compounds annually and is
payable in annual installments of $2,383 (1,750 Euros), beginning twelve months
following the commencement of commercial production of a specified deposit.



---

EUROZINC
MINING CORPORATION

Notes
to Consolidated Financial Statements

For
the years ended December 31, 2004 and 2003

(in
thousands of US dollars, except for shares and per share amounts)

Page
10







b)

Non-interest
bearing debt of $11,983 (8,798 Euros) is payable, twelve months after the final
payment of the above interest bearing debt, in four equal annual installments of
$2,995 (2,199 Euros) while Aljustrel is in commercial production.  The
recorded value, originally calculated by discounting the estimated future cash
flows by 12%, is accreted to its face value over the term of the debt through a
charge to interest expense.



c)

The
Company assumed liabilities of $4,020 (2,951 Euros) owing to previous creditors
of Aljustrel from EDM.  Payment of these amounts, which are non-interest
bearing, will start three years after production commences at the Aljustrel
mine.  The payments will be paid semi-annually in equal installments over a
five year period.  The recorded value, originally calculated by discounting
the estimated future cash flows by 12%, is being accreted to its face value over
the term of the debt through a charge to interest expense



12.

ASSET
RETIREMENT OBLIGATIONS



Although
the ultimate amount of the asset retirement obligation and reclamation is
uncertain, the fair value of these obligations is based on information currently
available including closure plans and applicable regulations.



Aljustrel
mine:



The
asset retirement obligation is based on an updated feasibility study, completed
by an independent consultant for the Aljustrel Project in February 2001 which
estimated the obligation at the time of the assessment to be $5,000.  The
accretion of this obligation in 2004 was $207 and is based upon the current
assumption that this mine could operate until 2016.



Neves-Corvo
mine:



The
asset retirement obligation is based on an environmental study that was
completed by an independent consultant in 1992 and updated in 1998 and 1999.
 In consideration of the assessment, the Company determined the fair value
of the asset retirement obligation at acquisition to be $47,095.  The
accretion for this obligation in 2004 post acquisition was $1,149.  The
current assumption is that this mine could operate until 2029.



A
summary of the Company's provision for asset retirement obligation is as
follows:



|                                                      |         |        | 2004 | 2003
|----------------------------------------------------- | ------- | ------ | ---- | ----
|Balance,
      December 31, 2003                      | $4,154  | $3,956
|Amounts
      arising from acquisition of Neves-Corvo | 47,095  | -     
|Accretion
      during the year                       | 1,356   | 198   
|Balance
      at December 31, 2004                    | $52,605 | $4,154



The
Company based these calculations on using an inflation rate of 2.9% and a
discount rate of 5% per annum.



---

EUROZINC
MINING CORPORATION

Notes
to Consolidated Financial Statements

For
the years ended December 31, 2004 and 2003

(in
thousands of US dollars, except for shares and per share amounts)

Page
11





13.

OTHER
OBLIGATIONS UPON MINE CLOSURE



The
Company's wholly-owned subsidiary, Somincor, is required to provide for the
liabilities associated with employee termination costs upon the closure of
Neves-Corvo mine in accordance with Portuguese government requirements.  As
at December 31, 2004, Somincor has accrued $1,900 related to this future
liability. This future liability will be adjusted each year to reflect the
changes in underlying employee information projected to exist at the mine
closure date.



14.

SHARE
CAPITAL



a)

Common
shares (in thousands)



Authorized:
 1,000,000,000 common shares without par value

Issued
and outstanding:





Number ofIn
        thousands of US dollars
      Shares
      
      
      Amount(000's)Balance,
        December 31, 2002
      70,247
      
      $
      23,097Issued during the
        yearFor cashPrivate placement,
        net of share issue costs of $711
      38,479
      
      
      6,616Exercise of stock
        options
      460
      
      
      35Exercise of share
        purchase warrants
      9,450
      
      
      720For debtInterest payable
      3,362
      
      
      399$
      4,000 convertible loan
      20,845
      
      
      4,050$
      8,659 convertible loan
      112,651
      
      
      7,809Equity
        component of convertible loans
      
      
      
      3,502Balance,
        December 31, 2003
      255,494
      
      
      46,228Issued during the
        yearUnderwritten
        financings, net of share issue costs of $5,711
      205,800
      
      
      76,373Exercise of stock
        options
      2,200
      
      
      315Fair value of
        stock options transferred from Option and Warrants
      
      
      424Exercise
        of share purchase warrants
      16,042
      
      
      5,046Balance,
        December 31, 2004
      479,536
      
      $
      128,386










During
the year ended December 31, 2003, the Company completed a brokered private
placement of 38,479,000 units at a price of CDN$0.25 per unit for net proceeds
of $6,616, after fees of $711.  Each unit consists of one common share and
one-half share purchase warrant.  One warrant entitles the holder to
acquire one common share at CDN$0.40 per share.  In addition, the Company
issued 3,848,000 units (the "Agent's warrants") to the Agents.  The
Agent's warrants consist of one common share and one-half share purchase
warrant, exercisable at CDN$0.25 and expire on July 5, 2005.



During
the year ended December 31, 2004, the Company:



i)

On
February 6, 2004 completed an underwritten financing of 75,000,000 special
warrants at a price of CDN$0.40 per warrant for gross proceeds of US$22,351.
 Each special warrant was exercisable into unit consisting of one common
share at no additional cost and one-half share purchase warrant.  Each
share purchase warrant is exercisable for one common share at CDN$0.50 per share
in the first year and at CDN$0.75 per share in the second year.  The
Company incurred share issue costs of $1,518 and issued to the Agents 5,250,000
compensation options with a fair value of $507.  Each compensation option
entitles the Agent to purchase one unit consisting of one common share and
one-half share purchase warrant for CDN$0.40 per unit and expires on August 6,
2005.

ii)

In
April 2004, completed an underwritten financing in two separate closings for a
total of 130,800,000 special warrants at a price of CDN$0.60 per special warrant
for gross proceeds of US$59,733. The Company incurred share issue costs of
$3,686.  Each special warrant was subsequently converted into one common
share.



.

b)

Stock
Option Plan



The
Company has a stock option plan to attract and retain qualified directors,
officers, employees and consultants for the Company and its affiliates to
promote a proprietary interest in the Company and to stimulate active interest
by such persons in the development and financial success of the Company.
 The stock option plan is administered by the Human Resources Committee,
all of whom are sitting members of the Board of Directors.  The maximum
aggregate numbers of shares issuable are up to a maximum of 50,000,000 shares.
  The exercise price per optioned share shall be determined by the
Human Resources Committee, but such price shall not be less than the closing
price of the shares on the TSX on the trading day immediately preceding the day
on which the option is granted. The options granted do not have a vesting
period.  The maximum term of options can be up to 10 years.



Option
pricing models require the input of highly subjective assumptions including the
expected price volatility and expected life.  Changes in the subjective
input assumptions can materially affect the fair value estimate and therefore
the existing models do not necessarily provide a reliable single measure of the
fair value of the Company's stock options granted/vested during the year.



Effective
January 1, 2004, the Company adopted the fair value method of accounting for all
stock-based payments to employees and directors.  Under this method, the
Company recognized $1,516 as a stock based compensation cost in 2004 and a
related credit to fair value of options and warrants. The fair value of the
stock options granted was estimated at the date of grant using the Black-Scholes
Pricing Model assuming risk-free interest rates of 2.13% to 2.29%, dividend
yield of 0%, stock price volatility of 52% to 86% and an expected life of the
options of 1.5 years.



c)

Share
Purchase Warrants



During
the year ended December 31, 2004, the Company:



i)

Issued
to investors and agents 39,906,084 share purchase warrants relating to a
February private placement.  One share purchase warrant is exercisable for
one common share at CDN$0.50 per share in the first year and at $0.75 per share
in the second year.





ii)

Issued
to RCF in three separate tranches totaling 12,195,652 warrants relating to its
guarantee of the Boliden Loan.  One share purchase warrant is exercisable
for one common share at CDN$0.60 per share. The Company recognized the $2,080
fair value of the warrants in the balance sheet as deferred financing cost with
a related credit to contributed surplus. The fair value of the warrants was
calculated using the Black-Scholes Pricing Model assuming a risk-free interest
rate of 1.93% to 2.29%, dividend yield of 0%, stock price volatility of 47% to
86% and an expected life of the warrants of 1.0 to 1.5 years. The cost will be
amortized over the term of the loan.



Transactions
concerning stock options and share purchase warrants are summarized below:



|                                     |                                   |                    |                               |                    |                     |         
|------------------------------------ | --------------------------------- | ------------------ | ----------------------------- | ------------------ | ------------------- | --------
|                                     | Incentive
      stock option plan |                    | Share
      purchase warrants | Total             
|                                     | Shares                            | Price
      (CDN$) | Shares                        | Price
      (CDN$) | Shares             
|                                     | (000's)                           |                    |                               | (000's)            |                     | (000's) 
|Outstanding,
      December 31, 2002 | 7,998                             | $0.17              |                               | 6,965              | $0.10
      - $0.25 | 14,963  
|Year
      ended December 31, 2003  
|Granted                              | -                                 | -                  |                               | 28,537             | 0.10
      - 0.40   | 28,537  
|Exercised                            | (460)                             | 0.10               |                               | (9,450)            | 0.10                | (9,910) 
|Expired                              | (1,128)                           | 0.38               |                               | (2,965)            | 0.25                | (4,093) 
|Outstanding,
      December 31, 2003 | 6,410                             | 0.14               |                               | 23,087             | 0.25
      - 0.40   | 29,497  
|Year
      ended December 31, 2004  
|Granted                              | 10,700                            | 0.60 - 0.66        |                               | 57,352             | 0.40 - 0.60         | 68,052  
|Exercised                            | (2,200)                           | 0.18               |                               | (16,042)           | 0.25
      - 0.50   | (18,242)
|Outstanding,
      December 31, 2004 | 14,910                            | $0.10 - $0.66      |                               | 64,397             | $0.25 - $0.60       | 79,307  





At
December 31, 2004, the Company has the following options outstanding:



Weightedaverageremaining
      
      WeightNumber
        of
      
      
      
      contractual
      
      averageRanges
        of exercise prices
      
      options
      
      
      
      life
      
      exercise
        price(CDN$)
      
      outstanding
      
      Year
        of expiry
      
      (years)
      
      (CDN$)(000's)$
      0.15 - $0.36
      
      645
      
      2006
      
      1.8
      
      $
      0.28$
      0.10
      
      3,590
      
      2007
      
      2.9
      
      $
      0.10$
      0.60
        - $0.66
      
      10,675
      
      2009
      
      4.5
      
      $
      0.6214,910
      
      
      
      4.1
      
      $
      0.48






---

EUROZINC
MINING CORPORATION

Notes
to Consolidated Financial Statements

For
the years ended December 31, 2004 and 2003

(in
thousands of US dollars, except for shares and per share amounts)

Page
12





d)

Fair
Value of Options and Warrants



Options
and warrants consist of unexercised fair value of stock options and share
purchase warrants as follows:





Number
        of
      
      
      
      
      
      
      AmountsIn
        thousands
      Options
      
      Warrants
      
      Total
      
      Options
      
      Warrants
      
      
      TotalBalance, December 31, 2003
      5,460
      
      -
      
      5,460
      
      $
      309
      
      $
      -
      
      $
      309Issued during the year
      10,700
      
      17,446
      
      28,146
      
      
      1,640
      
      
      2,589
      
      
      4,229Transfers
        to share capital
      (1,435)
      
      (3,213)
      
      (4,648)
      
      
      (84)
      
      
      (340)
      
      
      (424)Balance,
        December 31, 2004
      14,725
      
      14,233
      
      28,958
      
      $
      1,865
      
      $
      2,249
      
      $
      4,114
















e)

Currency
Translation Account



The
currency translation account represents primarily the cumulative unrecognized
exchange adjustment on the translation of the net assets of the Company's
Portuguese subsidiaries and Canadian corporate office converted from their
functional currency into US Dollars.  The change for the year reflects the
impact of US currency movements on these net assets.



The
significant rate of exchanges in effect on December 31, 2004 were US$1.00 = CDN
$1.2020 and Euro 1.00 = US$1.3621.  The average rates of exchange for 2004
were US$1.00 = CDN$1.3011 and Euro 1.00 = US$1.2568.  On June 18, 2004 the
exchange rate on the date of acquisition of Somincor was Euro 1.00 = US$1.2055.



15.

RELATED
PARTY TRANSACTIONS



The
Company had the following transactions with related parties which have been
recorded at the exchange amount:



2004

2003

Consulting
and management fees

$
 1,433

$
 341

Consulting
and management fees paid to Directors and Officers,

and
a company controlled by the President of the Company as

compensation
for services performed.



Administration
fees

$
      12

$
   11

Administration
fees include rent and general office expenses

shared
with a company of which some of the Company's directors

and
shareholders are also directors and shareholders of the other company.



Warrants
Issued

During
the year 12,195,652 warrants were issued to RCF, a shareholder of the Company,
for the Boliden Loan guarantee (Note 8).



---

EUROZINC
MINING CORPORATION

Notes
to Consolidated Financial Statements

For
the years ended December 31, 2004 and 2003

(in
thousands of US dollars, except for shares and per share amounts)

Page
13





16.

INCOME
TAXES



The
provision for income taxes reported differs from the amounts computed by
applying the aggregate Canadian and provincial income tax rates to the income
before tax provision due to the following:



|                                                          |         |              |     
|--------------------------------------------------------- | ------- | ------------ | ----
|                                                          |         | 2004         | 2003
|Statutory
      tax rate                                  | 0.4%    | 0.4%        
|                                                          |         |              |     
|Income
      tax expense (recovery) at the statutory rate | $7,675  | $   
      -
|Effect
      of lower tax rates in foreign jurisdictions  | (1,868) | -           
|Changes
      in valuation allowance                      | (3,243) | -           
|Others                                                    | (752)   | -           
|Non-deductible
      expenditures                         | 543     | -           
|Income
      tax expense                                  | $2,355  | $   
      -



Future
income taxes arises from temporary differences in the recognition of income and
expenses for financial reporting and tax purposes.  The significant
components of future income tax assets and liabilities at December 31 are as
follows:



|                                    |          | 2004         | 2003  
|----------------------------------- | -------- | ------------ | ------
|Property,
      plant and equipment | $4,898   | $(2,045)    
|Long-term
      liabilities         | 3,948    | -           
|Non-capital
      losses            | 10,938   | 17,981      
|Resource
      pools                | 1,207    | 2,207       
|Share
      issue costs             | 1,851    | -           
|Marked-to
      market derivatives  | 8,835    | -           
|Mineral
      property interests    | 18,006   |             
|Other                               | -        | 85          
|                                    |          | 49,683       | 18,228
|Valuation
      allowance           | (16,227) | (18,228)    
|Future
      income tax asset       | $33,456  | $   
      -



Income
tax expense consists of:



|                                 |          | 2004        | 2003       
|-------------------------------- | -------- | ----------- | -----------
|Current
      income tax expense | $17,806  | $  
      -
|Future
      income tax recovery | (15,451) | -          
|                                 |          | $2,355      | $  
      -



The
Company has non-capital losses of $9,700 in Canada and $29,011 in Portugal
available for carry-forward to offset future taxable income.  Future
benefits for these losses have been offset by a valuation allowance.  The
losses expire as follows:



|Years
      of expiry | Canada | Portugal
|--------------------- | ------ | --------
|2005                  |        | $1,024  
|2006                  |        | 1,678   
|2007                  |        | 1,843   
|2008                  |        | 263     
|2009                  |        | 1,518   
|2010                  |        | 39      
|2011                  |        | 3,335   
|                      |        | $9,700  



The
Company also has Canadian and foreign resource tax pools totaling $2,055 and
$1,333, respectively.  These tax pools do not expire.

During
the year, the Company paid $17,821 (2003 - $Nil) in income taxes in Portugal.



17.

SEGMENTED
INFORMATION



In
the opinion of management, the Company operates in a one industry segment,
namely base metal mining in one geographic region, namely Western Europe.
 Due to its concentration in one geographic region and one segment, the
segmented information is not necessary.



18.

COMMITMENTS
AND CONTINGENCIES



The
Company's wholly-owned subsidiary, Somincor, has entered into the following
commitments:



a)

Royalty
payment under a concession agreement to pay the greater of 10% of net income or
1% of production revenue.

b)

The
port authority of Setubal and Sesimbra, Portugal for the use of the port
facilities for a thirty-year period at an annual cost of $120.

c)

Copper
put and call options for 26 tonnes at strike prices of $2,500 and $2,300 per
tonne, respectively.  These options expire evenly on a monthly basis
throughout 2005.

d)

The
Company's wholly-owned subsidiary, Pirites Alentajanas, S.A. ("PA") is
committed to pay EDM $22,410 (16,965 Euros) under the terms of a "price
participation" clause.  The "price participation", which PA is liable
to EDM, is an amount equal to the amount of zinc produced and sold from PA's
properties times 8% of the price of pound of zinc in excess of $0.55, whenever
the annual zinc settlement price averages over $0.55 per pound.  This price
participation is payable for a period of ten years from the commencement of
production of the Aljustrel project, and the base price of $0.55 will be
adjusted after five years to account for the effects of inflation.  These
payments will be accounted for as an increase in the cost of the acquired assets
at the time the payments become due.

e)

The
Company has operating lease commitments for computer equipment and office space.
The office lease is for the next five years at an estimated annual cost of $90
while the computer equipment lease is for the next two years in the amount of
$1,069 for 2005 and $1,130 for 2006.



The
Company's wholly-owned subsidiary, Somincor, is part of an on-going
industry-wide investigation involving major copper concentrate producers
commenced in Europe, Canada and the US.  Somincor offers no guidance or
assurance that the on-going investigation will not result in any further
regulatory action or liability against Somincor or when the on-going
investigation will be completed.  Somincor is cooperating in the continuing
investigation.



19.

SUBSEQUENT
EVENTS



Subsequent
to December 31, 2004, the Company:



a)

received
proceeds of $14,390 on exercise of 37,060,042 share purchase warrants.



b)

on
January 28, 2005, the Company purchased the Price Participation Payments for
$26,000 as discussed in Note 9(b).



c)

on
March 10, 2005 the Company's wholly owned subsidiary, Somincor, entered into a
40,000 Euro underwritten commercial paper program for three years on an
unsecured basis. The use of proceeds is to fully prepay the $50,000 collatarized
debt discussed in the Long-Term Debt note. The interest rate will be 0.55% to
0.85% above EURIBOR, depending on the ratio of  Somincor's debt to EBITDA.
 The repayments are at the discretion of the borrower and can be determined
every six months during the term of this facility.



d)

has
entered into forward foreign exchange contracts to purchase Euros on a weekly
basis at an average rate of $1.30 per Euro for most of its 2005 estimated
expenditures.



20.

DIFFERENCES
BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES



The
Company prepares its consolidated financial statements in accordance with
Canadian generally accepted accounting principles ("CDN GAAP") which differ
in certain respects from those principles that the Company would have followed
had its consolidated financial statements been prepared in accordance with
United States generally accepted accounting principles ("US GAAP") and from
practices prescribed by the United States Securities and Exchange Commission ("SEC").
Material measurement differences to these consolidated financial statements are
as follows:



Applying
US GAAP, the consolidated balance sheets would be as follows:



|                                                 |          |                         |                         |               |               
|------------------------------------------------ | -------- | ----------------------- | ----------------------- | ------------- | --------------
|                                                 |          | December
      31, 2004 | December
      31, 2003
|                                                 |          | US
      GAAP           | CDN
      GAAP          | US
      GAAP | CDN
      GAAP
|Assets                                          
|Current
      assets                             | $86,884  | $86,884                 | $7,544                  | $7,544       
|Property,
      plant and equipment [a]          | 268,500  | 279,189                 | 27,263                  | 37,770       
|Future
      income tax asset                    | 33,456   | 33,456                  | -                       | -            
|Other
      long-term assets                     | 22,115   | 22,115                  | -                       | -            
|                                                 |          | $410,955                | $421,644                | $34,807       | $45,314       
|                                                 |          |                         |                         |               |               
|Liabilities                                     
|Accounts
      payables and accrued liabilities  | $51,181  | $51,181                 | $1,162                  | $1,162       
|Loan
      payable                               | 10,000   | 10,000                  | -                       | -            
|Long-term
      debt                             | 140,285  | 140,285                 | 689                     | 689          
|Derivative
      instruments liability           | 10,887   | 10,887                  | -                       | -            
|Asset
      retirement obligations [b]           | 52,605   | 52,605                  | 4,154                   | 4,154        
|Long-term
      liabilities                      | 17,655   | 17,655                  | 13,869                  | 13,869       
|                                                 |          | 282,613                 | 282,613                 | 19,874        | 19,874        
|                                                 |          |                         |                         |               |               
|Shareholders'
      equity                      
|Share
      capital [e]                          | 128,481  | 128,386                 | 46,323                  | 46,228       
|Contributed
      surplus [c]                    | 3,805    | 4,114                   | 309                     | -            
|Deficit
      [a][b][c][d]                       | (13,311) | (3,765)                 | (30,906)                | (20,923)     
|Currency
      translation account [a]           | 9,367    | 10,296                  | (793)                   | 135          
|                                                 |          | 128,342                 | 139,031                 | 14,933        | 25,440        
|                                                 |          |                         |                         |               |               
|Total
      liabilities and shareholders' equity | $410,955 | $421,644                | $34,807                 | $45,314      

The
effect of measurement differences between CDN GAAP and US GAAP on the Company's
net loss for the years ended December 31, 2004 and 2003 is summarized below:



|                                                            |               |                               |     
|----------------------------------------------------------- | ------------- | ----------------------------- | ----
|                                                            |               | Year
      ended December 31,
|                                                            |               | 2004                          | 2003
|Net
      income (loss) under CDN GAAP                      | $17,467       | $(827)                       
|Effect
      of differences in accounts for:               
|Expense
      current year deferred exploration costs [a]   | (181)         | (5)                          
|Compensation
      expense [c]                              | -             | (309)                        
|Accretion
      of convertible loans [d]                    | -             | 744                          
|Net
      income (loss) before changes in accounting policy | 17,286        | (397)                        
|Cumulated
       effect of changes in accounting policy [b] | -             | (188)                        
|Net
      income (loss) under US GAAP                       | 17,286        | (585)                        
|Cumulative
      translation adjustment                     | 10,296        | (550)                        
|Comprehensive
      income (loss)                           | $27,582       | $(1,135)                     
|                                                            |               |                               |     
|Earnings
      (loss) per share under US GAAP              
|Basic
      and diluted (1)                                 | $    
      - | $    
      -                
|                                                            |               |                               |     
|Weighted
      average number of shares outstanding        
|Basic
      and diluted                                     | 394,911       | 78,386                       



1
Before and after cumulative effect of change in accounting policy



Basic
and diluted weighted average number of shares outstanding is same under US GAAP
and CDN GAAP.



[a]

Property,
plant and equipment



Under
US GAAP and practices prescribed by the SEC, mineral property exploration
expenditures relating to mineral properties, for which commercial feasibility
has not yet been established are expensed as incurred. In addition, land use
costs are expensed as incurred. Under CDN GAAP, these costs are deferred and
amortized over the estimated life of the property following the commencement of
commercial production, or written off if the property is sold, allowed to lapse,
abandoned or impaired.



All
exploration expenditures in 2004 and 2003 relating to mineral properties, other
than the Aljustrel project, were expensed for CDN GAAP, expect for the $181
noted above relating to early stage exploration at Somincor.



The
majority of the cumulative difference relates to the Aljustrel project.
 The Company completed a positive feasibility study with respect to the
Aljustrel project in June 2000 with a subsequent update in February 2001. For US
GAAP purposes, the Company has expensed all Aljustrel project exploration
expenditures incurred prior to obtaining the feasibility study.



[b]

Asset
retirement obligations



For
US GAAP in the year-ended December 31, 2003, the Company adopted FASB Statement
No. 143, Accounting for Asset Retirement Obligations(FAS 143) which is
consistent with the provisions of CICA 3110 which the Company also adopted for
Canadian GAAP reporting in 2004 [see note 2[b]]. US GAAP requires that FAS 143
be adopted on a retroactive basis with a cumulative effect of the accounting
change of $188 debited to net income (loss) in 2003, whereas Canadian GAAP
requires retroactive adoption with restatement of prior year financial
statements. The Company's balance sheet as at December 31, 2003 and 2004 is
the same under US and Canadian GAAP.



[c]

Compensation
expense



For
US GAAP, in the year-ended December 31, 2003 the Company has adopted the fair
value based method of accounting for stock compensation as prescribed by FASB
statement No. 123, Accounting for Stock-Based Compensation. The Company
has chosen to adopt the fair value based method on a prospective basis from
January 1, 2003 as permitted by FASB Statement No. 148, Accounting for
Stock-Based Compensation - Transition and Disclosure, an amendment of FASB
Statement No. 123. The prospective adoption of this new US GAAP policy
creates no differences with the Company's stock compensation expense reported
under Canadian GAAP for the years ended December 31, 2004 and 2003. The
reconciling item for US GAAP is that the adoption of FASB statement No. 123, Accounting
for Stock-Based Compensationwas applied prospectively while under Canadian
GAAP the adoption required an adjustment to increase opening deficit and
contributed surplus by $309, the amount of the compensation expense related to
stock options granted in fiscal 2002 (no stock options were granted in 2003).



[d]

Convertible
loans



Under
US GAAP, the full face value of the convertible loans is classified as a
liability and any accretion charges under CDN GAAP are reversed. A value is
assigned to the conversion feature of debt convertible to equity only if the
conversion rate is less than the market value of the Company's common stock at
the date of the advance. Any such beneficial conversion feature is recognized as
interest expense over the term to maturity of the convertible loans. The
remaining unamortized balance is recorded as a discount on the convertible
loans. On conversion of the convertible loans, the full face value of the
convertible loans is transferred to share capital and the discount remaining
related to the beneficial conversion feature is immediately recognized in as
interest expense. Under CDN GAAP, a value is assigned to the conversion feature
of debt convertible to equity and is recorded as a separate component of
shareholders' equity. The carrying amount of the loans is accreted to face
value over the initial term to maturity through a charge to interest expense. On
conversion of the convertible loans, the carrying amount of the loans and the
equity component of the convertible loans are transferred to share capital.



During
the year ended December 31, 2004, accretion expense of $nil [2003 - $1,042,869]
was recognized under US GAAP as no beneficial conversion feature existed on
convertible loans. Also in December 2004, upon conversion of all the convertible
loans in 2003, $nil [2003 - $20,802,470] was transferred to share capital under
CDN GAAP; under US GAAP, $nil [2003 - $20,008,214] was transferred to share
capital.



[e]

Recent
accounting pronouncements



In
March 2004, the Emerging Issues Task Force issued EITF 04-02, "Whether Mineral
Rights are Tangible or Intangible Assets" (EITF 04-2).  The Task Force
reached a consensus that mineral rights are tangible assets.  In April
2004, the FASB issued FASB Staff Positions (FSPs) FAS 141-1 and FAS 142-1, "Interaction
of FASB Statements No. 141", Business Combinations (SFAS 141), and No. 142,
"Goodwill and Other Intangible Assets" (SFAS 142), and EITF Issue No. 04-02,
"Whether Mineral Rights are Tangible or Intangible Assets."  The FSPs
amend SFAS 141 and 142 to conform them to the Task Force consensus.  The
FSPs are effective for the first reporting period beginning after April 29, 2004
but earlier adoption is permitted. The Company has adopted these provisions
effective January 1, 2004.



In
March 2004, the Emerging Issues Task Force issued EITF 04-03, "Mining Assets
Impairment and Business Combinations".  EITF 04-3 requires mining
companies to compare cash flows to the economic value of mining assets
(including mineral properties and rights) beyond those assets proven and
probable reserves, as well as anticipated market price fluctuations, when
assigning value in a business combination in accordance with SFAS 141 and when
testing the mining assets for impairment in accordance with SFAS 144.  The
consensus is effective for reporting periods beginning after March 31, 2004 but
earlier adoption is permitted.



In
November 2004, the FASB issued No. 151, Inventory Costs - an amendment of
ARB No. 43, Chapter 4, which clarifies the accounting for abnormal amounts
of idle facility expense, freight and handling costs and wasted material as
current period costs and also requires that allocations of fixed production
overheads to the costs of conversion be based on the normal capacity of the
production facilities.  FASB No. 151 is effective for fiscal years
beginning after June 15, 2005; early application of this provision is permitted.
The Company has not determined the impact, if any, on the Company's financial
position or results from operations.



At
the March 17, 2005 meeting, the EITF reached a consensus that post-production
stripping costs are a component of mineral inventory cost subject to the
provisions of AICPA Accounting Research Bulletin No. 43, Restatement and
Revision of Accounting Research Bulletins, Chapter 4, Inventory Pricing (ARB
43).  In the mining industry, the costs of removing overburden and waste
materials to access mineral deposits are referred to as "stripping costs."
 It is the accounting for costs incurred during the production stage of the
mine, or the post-production stripping costs, that are addressed in Issue 04-6.
Based upon this consensus, post production stripping costs should be considered
costs of the extracted minerals under a full absorption costing system and
recognized as a component of inventory to be recognized in costs of sales in the
same period as the revenue from the sale of the inventory.  Additionally,
capitalization of such costs would be appropriate only to the extent inventory
exists at the end of a reporting period. The guidance in this consensus will be
effective for financial statements issued for fiscal years beginning after
December 15, 2005, with early adoption permitted.  The Company has not
determined the impact, if any, on the Company's financial position or results
from operations.



CICA
section 3855 prescribes when a financial asset, financial liability, or
non-financial derivative is to be recognized on the balance sheet and at what
amount - sometimes using fair value; other times using cost-based measures. It
also specifies how financial instrument gains and losses are to be presented.
Section 3855 applies to interim and annual financial statements relating to
fiscal years beginning on or after October 1, 2006. Earlier adoption is
permitted only as of the beginning of a fiscal year ending on or after December
31, 2004. The Company has not determined the impact, if any, on the Company's
financial position or results from operations.



In
June 2003, the CICA issued a new accounting guideline which requires the
consolidation of VIEs by the primary beneficiary. The primary beneficiary is the
enterprise that will absorb or receive the majority of the VIE's expected
losses, expected residual returns, or both. Revisions to this guideline were
published by the CICA in August 2004 to harmonize with the U.S. VIE accounting
standard. A VIE is an entity where (a) its equity investment at risk is
insufficient to permit the entity to finance its activities without additional
subordinated support from others and/or where certain essential characteristics
of a controlling financial interest are not met, and (b) it does not meet
specified exemption criteria. The Company has determined that this guideline
will have no impact on the Company's financial position or results from
operations.







8



---

Exhibit 3



MANAGEMENT
DISCUSSION AND ANALYSIS OF EUROZINC MINING CORPORATION 2004



The
following Management Discussion and Analysis ("MD&A") of EuroZinc Mining
Corporation ("EuroZinc" or the "Company") has been prepared as of March
29, 2005 and is intended to supplement and complement the accompanying Audited
Consolidated Financial Statements and Notes for the year ended December 31,
2004.Please also refer to the cautionary statement of forward-looking
information at the end of this MD&A.Additional information
relating to the Company is available on the SEDAR website at www.sedar.com.
All financial information in this MD&A is prepared in accordance with
Canadian generally accepted accounting principles ("Canadian GAAP"), and all
dollar amounts are expressed in US dollars unless otherwise indicated.



OVERVIEW

EuroZinc
is a Canadian based mining company that was transformed over the course of 2004
from an exploration and development company into a base metal producing company
through the acquisition of the Neves-Corvo copper mine in southern Portugal.
EuroZinc also owns the Aljustrel mine located 40 km from the Neves-Corvo mine,
which is currently on care and maintenance. Both the Neves-Corvo and Aljustrel
mines consist of poly-metallic deposits containing, among other metals, copper,
zinc, lead and silver. EuroZinc's focus over the next two years will be to
optimize copper production from Neves-Corvo, while diversifying and adding zinc
production from the zinc resources at Neves-Corvo. In the short term, the
Company will also be evaluating and, if warranted, returning the Aljustrel mine
to production on the basis of its zinc, lead, and silver.



The
most significant event of 2004 for EuroZinc was the acquisition of 100% of the
shares of Somincor, S.A. ("Somincor"), the company that owns the Neves-Corvo
copper mine. The acquisition was completed on June 18, 2004 for a total purchase
price of 128 million ($154.4 million). The shares were purchased from Empresa
de Desenvolvimento Mineiro, SGPS, S.A. ("EDM") (51%), a Portuguese
government-owned Company, and the Rio Tinto Group ("RTG") (49%). Under the
terms of the acquisition agreement, EuroZinc was obligated to pay the vendors an
additional price participation amount calculated by multiplying half of the
copper sold by the excess of the London Metal Exchange ("LME") average spot
price for copper, above $0.90/lb for the first year and above $0.95/lb for years
two, three and four. A payment of $10 million was made to the vendors under
these terms for the third quarter. However, prior to making the fourth quarter
payment and effective as of October 1, 2004, EuroZinc purchased RTG's portion
of the price participation rights for $22 million. EDM's portion was then
purchased in 2005 for $26 million, also effective October 1, 2004.



The
Neves-Corvo mine produced 95,687 tonnes or approximately 211 million pounds of
copper metal in concentrate during all of 2004. This occurred during a year in
which copper prices rose from $1.07 at the beginning of 2004 to $1.49 at the
close of 2004, averaging $1.30 for the year. At the same time, treatment charges
remained relatively low, averaging $46 per tonne for 2004 as compared to an
average of approximately $60 per tonne in 2003. The result was that Somincor
generated $112.0 million in cash flow during 2004, which allowed Somincor to
retire a total of approximately $52 million of outstanding debt and shareholder
loans within the company prior to EuroZinc's acquisition on June 18.



EuroZinc's
operating results only include Somincor for the period from the date of
acquisition to the year end. This resulted in net sales revenue for EuroZinc of
$120.6 million and $56.3 million of operating profit reportable on EuroZinc's
Consolidated Financial Statements. This is the first year that EuroZinc has
operating sales revenues and operating profit. Net reportable income for the
period was $17.5 million, which included $32.1 million of unrealized losses on
copper options contracts.



Under
the terms of the $100 million loan facility used to acquire Somincor, EuroZinc
was required by its lenders to enter into copper futures and option contracts,
immediately prior to the acquisition date, to hedge the effect of changes in the
price of copper on the Company's income (see discussion under

---

2



MANAGEMENT
DISCUSSION AND ANALYSIS OF FINANCIAL RESULTS

For
the Year Ended December 31, 2004





Financial
Instruments). EuroZinc determined that none of the copper option contracts
qualified for hedge accounting, and as a result, the Company recorded an
unrealized marked-to-market loss of $32.1 million, representing a change in the
fair value of the options from inception to December 31, 2004. Of the $32.1
million charged to operations, $17.1 million is represented by deferred puts and
$14.6 million is represented by short call positions. Since the puts have been
purchased, the total marked-to-market loss cannot exceed the value of the puts,
hence only an additional $4.2 million loss can be booked against the deferred
puts. The effect of the short call positions on the Company's revenues will
depend upon the monthly average LME cash settlement price for copper. However,
the contracts for the short calls expire at the end of 2005, and as a result on
a marked-to-market basis a $14.6 million gain will be recognized by the end of
2005.



The
$22 million paid for RTG's share of the price participation right purchased in
December, 2004, as well as the $10.5 million paid to the vendors as the first
payment for the price participation rights, has been treated as a purchase
consideration and has resulted in an increase in the acquisition cost of
Somincor for 2004 (the $26 million payment for EDM's portion will be reflected
in the Company's first quarter of 2005). The first payment to the vendors was
financed from operating cash flow and the purchase from RTG was financed through
a debt facility.



RESULTS
OF OPERATIONS



Neves-Corvo

As
noted in the overview, before and after the acquisition by EuroZinc, 2004 was an
exceptional year for the Neves-Corvo mine with cash flow of $112.0 million and
earnings of $80.5 million. This resulted from a combination of higher copper
production (95,678 tonnes of metal), high copper prices (average of $1.30 per
pound for the year vs. expectation of $0.86 per pound) and low smelting and
refining treatment charges (averaging $46 per tonne for 2004 vs. average of
approximately $60 per tonne in 2003). The only year that the mine surpassed such
earnings was 1990 when the operating company, Somincor, had just begun
operations and was exempt from paying taxes.



Neves-Corvo
Operating Summary *

|                                     | 2004   | 2003  | 2002 
|------------------------------------ | ------ | ----- | -----
|Tonnes
      milled (000's)          | 1,902  | 1,707 | 1,745
|Copper
      grade (%)               | 5.71   | 5.33  | 5.06 
|Plant
      recovery (%)             | 88.4   | 85.6  | 87.0 
|Copper
      produced (000's tonnes) | 95.7   | 77.5  | 77.2 
|Net
      cash cost (US$ per pound)  | **0.64 | 0.62  | 0.58 



Note:

*

The above operating
results are for the mine itself since the start of 2004. EuroZinc consolidated
statements include operating results only since the date of acquisition, June
18, 2004.

**
Includes a royalty payment of $0.035 per pound for the year



Aljustrel

The
Aljustrel mine continued on a care and maintenance basis in 2004 while some of
the conclusions on the mill process and metallurgy used in the feasibility study
were reviewed. This work was carried out by technical consultants, as well as
Outokumpu of Finland and a third party metallurgical consulting group. The
purpose was to determine optimum grind size for the zinc ore in order to
maximize the recovery rate. As of the date of this discussion, the work has been
completed and EuroZinc is now finalizing an update on the estimated capital
required to put the mine and mill back into production. If the decision is taken
to return Aljustrel to production, it is expected that the mill will be
operational following approximately 12 months of retrofitting. The feed for the
mill for the first year





---

3



MANAGEMENT
DISCUSSION AND ANALYSIS OF FINANCIAL RESULTS

For
the Year Ended December 31, 2004





of
production will be provided from the Moinho deposit at a rate of 1.4 million
tonnes per annum. EuroZinc would expect to be mining from the higher grade
Feitais deposit and reach full production of 1.8 million tonnes per annum
approximately 12 months after the commissioning of the processing facilities.
 Processing plant retrofitting and the development of the Feitais deposit
would be conducted concurrently.



FINANCIAL
SUMMARY



Selected
Financial Data



The
following annual and quarterly information are prepared in accordance with
Canadian GAAP, but in US dollars.



Annual
Information

US$
in thousands, except per share data and CDN where noted, for the fiscal years
ended December 31:



|                                                                                       | 2004    | 2003       | 2002      
|-------------------------------------------------------------------------------------- | ------- | ---------- | ----------
|Results
      of Operations                                                            |         | (restated) | (restated)
|Revenues
      (Net)                                                                   | 120,552 | -          | -         
|Operating
      profit                                                                 | 56,317  | -          | -         
|Net
      income (Loss) for the period                                                 | 17,467  | (629)      | (4,154)   
|Operating
      cash flow before working capital items                                 | 53,933  | (660)      | (1,194)   
|Net
      income (Loss) per common share - basic & diluted                             | 0.04    | (0.01)     | (0.6)     
|Operating
      cash flow per common share before working capital items - basic        | 0.14    | (0.01)     | (0.02)    
|Operating
      cash flow per common share before working capital items - basic (CDN$) | 0.16    | (0.01)     | (0.02)    
|                                                                                       |         |            |           
|Financial
      Position                                                               |         |            |           
|Cash                                                                                   | 29,245  | 4,266      | 197       
|Total
      Assets                                                                     | 421,644 | 41,546     | 25,283    
|Total
      Long Term Liabilities                                                      | 282,613 | 15,720     | 20,542    
|Shareholder's
      Equity                                                             | 139,031 | 25,826     | 4,741     
|Working
      Capital                                                                  | 7,728   | 6,209      | (4,317)   



As
a result of the June 18, 2004 acquisition of the Neves-Corvo mine, the year 2004
was the first year, and quarters three and four were the first full quarters, in
which the Company reported significant operating revenues. As a result, in the
following discussion comparisons of net revenues, operating profits and net
income have only been made between the fourth and third quarters of 2004 and not
with previous periods.



Revenues

Revenues
for 2004 from the date of the acquisition on June 18 were $120.6 million, based
on 45,500 tonnes (109 million pounds) of copper sold at a net realized price for
the period of $1.27 per pound, after taking into account the $3.2 million effect
of settlements of copper options contracts, required under the terms of the bank
debt, at an average strike price of $1.25 per pound. Treatment and smelting
charges over the period totaled $18.2 million.





---

4



MANAGEMENT
DISCUSSION AND ANALYSIS OF FINANCIAL RESULTS

For
the Year Ended December 31, 2004





Operating
Costs

Direct
operating costs for the period, from acquisition to year end, were $49.7
million. The efficiencies gained as a result of the higher production and
improved operating performance were partially offset by the increased strength
of the Euro, which was 1.21 relative to the US dollar on June 18 (the
acquisition date) and 1.35 at the close of the year, and the mine's scheduled
maintenance shut-down in September. Unit cash costs over the period averaged
$0.72 and were higher than the Neves-Corvo average unit cost of $0.64 for the
year. This was a result of the higher grade copper ore  mined and processed
in the first six months of the year, averaging 6.0% copper, as compared to an
average grade of 5.4% copper in the final six months of the year.



Accretion
of Asset Retirement Obligations

As
a result of new CICA rules (see Changes in Accounting Policies - Asset
Retirement Obligations), $1.4 million of accretion on the reclamation liability
for the Neves-Corvo and the Aljustrel mines has been charged to operations for
2004.



Amortization
and Depreciation

The
amortization and depreciation expense of $13.2 million for the year was related
primarily to the property, plant and equipment of Somincor (including mineral
properties), which are recorded at cost and are depreciated on a straight-line
basis, or a unit of production basis, as appropriate. Surface property and hard
assets are amortized and depreciated on a straight-line basis over the estimated
useful life of the asset. The mineral properties are amortized on a unit of
production basis.



Other
Expenses

General
and administrative expenses for 2004 were $3.5 million, compared to $0.7 million
in 2003. Of this total, $1.9 million is attributable to the EuroZinc corporate
office and $1.6 million to Somincor expenses. A large portion of the 2004
expense was incurred as a result of the acquisition of Somincor. Corporate
post-acquisition restructuring and increased complexity in reporting
requirements resulted in accounting and legal fees increasing to $0.9 million as
compared to $0.1 million in 2003, and wages and management fees increased from
$0.3 million in 2003 to $1.3 million in 2004 as the Company integrated the staff
of Somincor and additional staff to its corporate office. Filing and transfer
agent fees increased from $48 thousand in 2003 to $270 thousand in 2004 as a
result of the equity financings required for the acquisition of Somincor and the
Company's move to the senior board of the TSX. Travel expenses also increased
substantially from $52 thousand in 2003 to $254 thousand in 2004 as the number
of employees and directors increased, as did the frequency of trips.



Interest
on loans and accretion of long-term debt totaled $3.3 million in 2004, compared
to $1.9 million in 2003, as EuroZinc added significantly to its level of debt to
finance the acquisition of Somincor. Convertible loans totaling $17.2 million
were converted to equity at the end of 2003, but a total of $110 million in debt
was added in mid-2004 to finance the acquisition. The debt facility arranged for
the acquisition of Somincor was subsequently reduced and refinanced at the end
of 2004 (see Liquidity and Capital Resources). As result of the re-financing
EuroZinc charged $3.9 million of financing costs to operations that had
previously been deferred, in addition to $1.8 million of amortization related to
the financing. Also as a consequence of the settlement of the US dollar
denominated debt, the Company recognized a foreign exchange gain of $9.6
million.



Other
non-cash expense items on the statement of operations that were unique to 2004
included a charge for stock-based compensation of $1.5 million for options
granted to directors, officers, and employees. As noted in the overview, the
largest single charge on the income statement in 2004 was an unrealized loss
recognized on the copper derivative contracts. EuroZinc was required to enter
into these contracts under the terms of the $100 million debt facility used to
acquire Somincor. As a result





---

5



MANAGEMENT
DISCUSSION AND ANALYSIS OF FINANCIAL RESULTS

For
the Year Ended December 31, 2004





of
the increase in the price of copper, between the period the contracts were
entered into and year end, the change in the fair value of the options as of
December 31, 2004 represented $32.1 million in unrealized losses for EuroZinc.



Somincor
used all of its accumulated tax losses prior to EuroZinc acquiring the Company,
and as a result the operating profits from Neves-Corvo were fully taxed at the
Portuguese tax rate of 27.5% during the period that EuroZinc owned the mine, a
total of $17.8 million. This amount was offset by an income tax recovery of
$15.5 million. In addition, the Company recorded a deferred tax asset of $33.5
million resulting from timing differences in the recognition of income and
expenses for financial and reporting purposes (see Note 16 in the Consolidated
Financial Statements).



EuroZinc
had net income of $17.5 million (US$0.04 or CDN$0.05 per share) for 2004 after
the charges to operations. Excluding the "non-cash" charges to the statement
of operations for stock- based compensation and the unrealized loss on
derivative instruments, net income would have totaled $51.1 million (US$0.13 or
CDN$0.16 per share - basic & diluted) for approximately six months of
Somincor's operations.



Quarterly
Information

US$
in thousands, except per share data

|                                                    |        |         
|--------------------------------------------------- | ------ | --------
|                                                    | 2004   | 2003    
|                                                    | Q4     | Q3      
|                                                    |        | restated
|Revenues                                            | 54,445 | 62,755  
|Operating
      profit                              | 26,552 | 29,672  
|Net
      income (loss)                             | 5,018  | 11,728  
|Net
      income (loss) per share - basic & diluted | 0.01   | 0.02    





FOURTH
QUARTER RESULTS



The
fourth quarter of 2004 was the second full quarter of production from the
Neves-Corvo mine under the ownership of EuroZinc. Following a scheduled
maintenance shutdown in September that produced a slight budgeted drop in
production in the third quarter, production levels for the fourth quarter
returned to levels scheduled and achieved in the first two quarters of 2004. The
mine produced 24,600 tonnes (54.2 million pounds) of copper metal contained in
concentrates in the fourth quarter, as compared to 21,000 tonnes (46.3 million
pounds) of copper contained in concentrates in the third quarter. In the first
half of 2004 the Neves-Corvo mine produced 50,100 tonnes (110.5 million pounds)
of copper. The average copper recovery rate of 89.68% for the quarter was
exceptional as compared to the average recovery rate of 88.41% for the first
nine months of the year. The average ore grade of 5.47% copper for the quarter
was higher than the 5.30% grade achieved in the third quarter, but lower than
the average grade of 5.77% achieved over the first nine months of the year.



Revenue
dropped in the fourth quarter to $54.4 million from $62.8 million in the third
quarter only as a result of the timing of shipments of copper concentrate and
the recognition of revenue, which caused a slight exaggeration of revenues in
the third quarter. The cost of operations in the fourth quarter decreased
substantially to $18.1 million from $28.8 million in the third quarter as the
mine resumed full operations and did not have the additional maintenance costs
incurred in the third quarter. This occurred despite the Euro strengthening
relative to the US dollar from an average of 1.22 in the third quarter to an
average of 1.30 in the fourth quarter. Unit cash costs averaged $0.64 per pound
of





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6



MANAGEMENT
DISCUSSION AND ANALYSIS OF FINANCIAL RESULTS

For
the Year Ended December 31, 2004





payable
copper sold for the quarter as compared to an average cost of $0.72 per pound in
the third quarter. The depreciation and amortization expense increased to $8.5
million in the fourth quarter from $4.3 million in third quarter also as result
of the strength of the Euro and year end adjustments. The net result was that
the there was a slight decrease in the operating profit in the fourth quarter to
$26.6 million from $29.7 million in the third quarter.



Year
end adjustments that are recorded in the fourth quarter statement of operations
make the quarter less comparable to the previous quarter. General and
administrative expenses were restated during the fourth quarter (which reduced
the amount recorded for the quarter to $0.5 million), and the Company continued
to recognize foreign exchange gains ($3.4 million). However, as result of the
recognition of $5.5 million in financing fees previously deferred and a $27.6
million increase in the unrealized loss recognized on the copper derivative
contracts during the quarter, the net income was reduced to $5.0 million in the
fourth quarter from $11.7 million in the third quarter.



LIQUIDITY
AND CAPITAL RESOURCES



Prior
to the acquisition of the Neves-Corvo mine, EuroZinc has had to rely on equity
markets to finance its activities. As a result of being the successful bidder
and acquiring Somincor and its Neves-Corvo copper mine, EuroZinc was able to
access debt markets, albeit on a "project financing basis", to assist in
funding the acquisition of the mine. Strong copper prices in 2004 and the
resulting cash flow generated by the Neves-Corvo mine, post-acquisition, has
provided another source of liquidity. While EuroZinc cannot control commodity
prices, it is anticipated that if the copper price remains reasonably constant
and at the level most analysts are predicting for the next several years, and
the Neves-Corvo mine maintains current production and cost performance, EuroZinc
will have sufficient capital to pay down its long term debt ($122.3 million as
of year end) and develop zinc production at Neves-Corvo. The Company believes
that the Aljustrel project can be financed on a stand-alone basis if a
production decision is made.



EuroZinc
generated $54.0 million in cash from its operating activities in 2004 before
changes in non-cash working capital. The Company invested a total of $223.6
million during 2004, the largest portion of which was directed to the
acquisition of Somincor. The $188.4 million invested in the acquisition of
Somincor includes the original payment of 128 million ($154.4 million) for
the Company, the first price participation payment of $10 million, the payment
of $22 million made to RTG for their portion of the price participation and
acquisition costs (see Note 4 in the Consolidated Financial Statements).
EuroZinc also invested an additional total of $32.1 million in Neves-Corvo and
Aljustrel, which included underground development costs and the raising of the
tailings dam at Neves-Corvo, and the costs of maintaining the Aljustrel mine.



The
Company raised a total of $214.3 million in 2004 through a combination of equity
and debt financings. The Company issued a total of 205.8 million shares in two
separate financings at prices of CDN$0.40 and CDN$0.60 per share, respectively,
for total proceeds of $76.4 million, net of commissions and issue costs. A total
of $5.7 million was received from the exercise of 18.2 million share purchase
warrants and options during the year. EuroZinc also raised a total of $132
million through loan facilities. A $100 million term loan was first negotiated
with a syndicate of London banks, and an additional $10 million demand loan was
secured from Boliden Minerals. The $100 million term loan was subsequently
replaced and reduced by a $50 million loan facility with the same London
syndicate of banks and $35.0 million in Portuguese five year bonds. To purchase
the RTG share of the price participation rights in December, EuroZinc drew $22
million of a $48 million loan facility entered into for the purchase of the
price participation rights. The balance of $26 million was drawn in January,
2005 to purchase the EDM share.





---

7



MANAGEMENT
DISCUSSION AND ANALYSIS OF FINANCIAL RESULTS

For
the Year Ended December 31, 2004





Schedule
of Debt Arranged for the Purchase of Somincor and the Price Participation Rights



US$ in thousands

|Date                     | Description                                | Amounts         
|------------------------ | ------------------------------------------ | ----------------
|June
      15, 2004      | Boliden
      Loan                         | $
        10,000
|June
      18, 2004      | Secured
      Debt Facility                | 100,000         
|Dec
      17, 2004       | Five
      Year Bonds                      | 35,000          
|Dec
      17, 2004       | Amended
      Debt Facility                | 50,000          
|Dec
      17, 2004       | Debt
      Facility Repaid                 | (100,000)       
|Dec
      22, 2004       | 1st
      Draw on Price Participation Loan | 22,000          
|As
      at Dec 31, 2004 | Total                                      | $
      117,000 



As
of December 31, 2004, the Company had $29.2 million in cash and a working
capital position of $7.7 million, and the net debt was $93.1 million giving the
Company a net debt to equity ratio of 0.67 to 1. The current ratio (current
assets divided by current liabilities) is 1.10 to 1. Cash balances are invested
in high quality bank paper with terms of less than three months at inception
that can be easily liquidated. As a result of the re-financing of the $100
million loan facility and the elimination of the requirement to enter into
copper future contracts going forward, the Company has no off-balance sheet
arrangements.



Summary
of Contractual Obligations and Commitments



US$ in thousands

|As
      at Dec. 31, 2004       | 2005   | 2006   | 2007   | 2008   | 2009   | Total  
|------------------------------- | ------ | ------ | ------ | ------ | ------ | -------
|Long
      Term Debt            | 12,250 | 9,750  | -      | 50,000 | 36,777 | 108,777
|Capital
      Lease Obligations | 2,190  | 1,694  | 970    | 405    | -      | 5,260  
|Copper
      Put Premiums       | 2,572  | 8,637  | 9,734  | -      | -      | 20,943 
|Other                           | 963    | 1,118  | 1,889  | 1,335  | -      | 5,305  
|                                | 17,975 | 21,199 | 12,593 | 51,741 | 36,777 | 140,285



OUTLOOK



For
2005, it is expected that the consolidated financial results for EuroZinc will
continue to show a dramatic improvement as EuroZinc will account for a full year
of operations at the Neves-Corvo mine. Cash flow generated from Neves-Corvo
operation is expected to continue to be strong as a result of the relatively
high copper prices expected to continue through 2005. The average price for 2005
to-date has been $1.48 per pound. Also, as a result of the purchase of the price
participation rights from the vendors, EuroZinc will have increased exposure to
the upside in the copper price going forward. The mine is expected to produce
90,800 tonnes (approximately 200 million pounds) of copper metal in concentrate
in 2005.



Cash
costs are expected to increase as a result of a significant increase in smelter
treatment and refining charges as compared to 2004, as well as increases in the
cost of materials and supplies, and the continued strength of the Euro.



As
noted in the overview regarding the copper derivative contracts, since the total
marked-to-market loss cannot exceed the value of the deferred puts and only an
additional $4.2 million loss can be booked against the deferred puts, it is
anticipated that there will be no marked-to-market losses against these puts
after the first quarter of 2005. The short call contracts on 26,568 tonnes of
copper metal will have an effect on revenues during the year depending upon the
monthly average LME cash





---

8



MANAGEMENT
DISCUSSION AND ANALYSIS OF FINANCIAL RESULTS

For
the Year Ended December 31, 2004





settlement
price for copper (see table below), but those contracts are due to expire at the
end of the 2005. As a result the Company will recognize a $14.6 million
marked-to-market gain on those short call contracts by the end of 2005.



EuroZinc's
capital resources and liquidity are expected to continue to improve in 2005 from
the anticipated strong cash flow from Neves-Corvo. At current copper prices, it
is expected that the $48 million loan facility, entered into to finance the
acquisition of the price participation rights (current balance is $35.5
million), will be retired in 2005 and the $10 million loan with Boliden Minerals
will be repaid by the end of June 2005. How aggressively EuroZinc pays down the
$95 million balance of the loan facilities outstanding from the Somincor
purchase will depend on the capital needs for the development of the zinc
resource at Neves-Corvo, which is expected to be known by the end of the second
quarter of 2005,



Earnings
Sensitivity

(Based on planned 2005 production and
includes the effect of copper option contracts)



|                              | Change       | Estimated
      Impact on
      Net Income
|----------------------------- | ------------ | ------------------------------------------
|                              |              | (US$ in thousands)                        
|Copper
      Price            | $0.01/lb     | $1,027                                    
|Euro/US$
      Exchange Rate  | US$0.01/Euro | $
        799                             
|Copper
      Treatment Charge | $1/dmt       | $415                                      



The
dramatic improvement in the price of zinc, currently at approximately $0.60 per
pound, and the increasing demand for zinc concentrate from smelters has provided
EuroZinc with flexibility in financing the capital expenditures required to
place Aljustrel into production. The previous estimated capital cost, based on
the Company's updated feasibility study dated March 2004, was $86 million, of
which $25 million is estimated for the mill facility upgrades and full
development of the Feitais zinc deposit. Construction of additional facilities
is estimated to require a further $25 million (net of European Union grants and
interest-free loans, and anticipated cash flow from operations at the Moinho
deposit). EuroZinc is currently in the process of determining the optimum
financing mix to move the project forward.



Management
believes the Company is well positioned to take advantage of the improved metal
markets. EuroZinc has physical assets and reserves at Neves-Corvo and Aljustrel
that can be exploited at low capital costs relative to other potential
concentrate sources, and they are located close to European smelters. There are
also opportunities for the development of new zinc concentrate production at
both Neves-Corvo and Aljustrel.



TRANSACTIONS
WITH RELATED PARTIES



A
total of $1.4 million in fees was paid to certain directors of EuroZinc, as well
as a company controlled by the President of EuroZinc as compensation for
services performed during 2004. The services provided by the directors of
EuroZinc are in areas that they have particular expertise and were related to
the acquisition of Somincor or the development of Aljustrel.



A
total of 12,195,652 warrants were issued to Resource Capital Funds as per the
terms of their agreement to provide a guarantee for the $10 million loan from
Boliden Minerals.





---

9



MANAGEMENT
DISCUSSION AND ANALYSIS OF FINANCIAL RESULTS

For
the Year Ended December 31, 2004





CORPORATE
DEVELOPMENTS



In
December 2004, EuroZinc appointed Colin K. Benner as Vice-Chairman, Chief
Executive Officer and a director of the Company. Mr. Benner has 38 years of
operating experience in the mining industry and was previously President, Chief
Executive Officer and a director of Breakwater Resources Ltd.



OUTSTANDING
SHARE DATA



As of
March 29, 2005, the Company had the following common shares, options, warrants,
and agents options outstanding:



- Common
    Shares                                              
    518,266,820
- Share
    Purchase Options       
    13,390,000
- Share
    Purchase Warrants        
    24,160,005
- Agent's
    Options (including warrants)     5,169,362



The
exercise prices of the above options and warrants range from $0.10 to $0.75 per
share.



FINANCIAL
INSTRUMENTS, OTHER INSTRUMENTS AND RISK MANAGEMENT



In
conducting its business the Company is exposed to changes in commodity prices,
foreign exchange rates and interest rates and uses various instruments including
forwards, swaps and options only for the purpose of managing these risks, not
for trading purposes.



Commodity
Price Exposure

Pursuant
to the terms of the $100 million loan facility used to acquire Somincor, the
Company was required to enter into copper futures and option contracts
immediately prior to the acquisition date.  During the year, the Company
determined that put options outstanding for a total of 157,032 tonnes of copper,
with strike prices ranging from $2,100 to $1,808 per tonne maturing over the
next three years, did not qualify for hedge accounting. Also, matching puts and
calls on a total of 26,568 tonnes of copper with strike prices of $2,300 and
$2,500 per tonne, respectively, maturing at the end of 2005, did not qualify for
hedge accounting.



The
fair value of the puts as of the purchase date ($21.2 million) is recorded as an
asset, and an unrealized marked-to-market loss of $17.1 million, representing a
change in the fair value of the puts has been charged to operations. The
deferred premium of $20.7 million relating to these puts has also been recorded
as a liability, and interest accreted in the period is also charged to
operations. An unrealized marked-to-market loss of $14.6 million, representing
the fair value of the matching puts and calls as of December 31, 2004, has been
charged to operations. The US$100 million loan facility was settled in December
of 2004 and partially refinanced, but the derivative instruments described above
remain in force.



Interest
Rate Exposure

Also
pursuant to the terms of the $100 million loan facility, to manage the interest
rate risk the Company was obligated to enter into an interest-rate swap
agreement for four years for 50% of the loan amount at a fixed rate of 3.95%, as
compared to the floating rate of LIBOR plus 2.5%. The Company charged an
unrealized marked-to-market loss of $0.4 million on the fair value of the
contract as of December 31, 2004, which is still in place although the loan
facility has been settled. The effect of a 1% change in the non-swap portion of
the debt would result in a gain or loss of $588 thousand per annum.





---

10



MANAGEMENT
DISCUSSION AND ANALYSIS OF FINANCIAL RESULTS

For
the Year Ended December 31, 2004







Foreign
Currency Exposure

EuroZinc
is exposed to fluctuations in the Euro/US$ exchange rate as metal concentrates
are sold in US dollars and the Company operations are in Europe consequently the
majority of the costs are denominated in Euros. Subsequent to the year end the
Company entered into forward foreign exchange contracts to purchase Euros on a
weekly basis for its operational costs at an average rate for the year of $1.30
per Euro relative to the US dollar.



Credit
Risk

Derivative
credit risk arises from the possibility that a counterparty to a contract will
not perform according to the terms of the contract and the risk is minimized by
dealing with large credit-worthy counterparties. Accounts receivable credit
risks are reduced by the Company securing long-term contracts with major
smelting companies. Presently these contracts represent 90% of the Company's
sales. To date all of these customers have paid on time and on the dates stated
in the contract. Less credit worthy customers are required to provide letters of
credit before shipment of concentrates.



The
following table summarizes the effect of the derivative instruments in 2004:



US$
in thousands,

Derivative
      Cost
      Fair
        Value
      LossAsset
      Asset
        (Liability)Purchased
        Copper Put Options
      20,688
      3,619
      17.069Short
        call positions
      -
      (14,623)
      14,623Interest
        rate swap
      -
      (0.436)
      0.436Deferred
        Copper Put Premiums
      -
      (20,688)
      -Total
      20,688
      (32,128)
      32,128




CRITICAL
ACCOUNTING POLICIES AND ESTIMATES



The
Company's accounting policies are described in Note 2 of the annual
Consolidated Financial Statements for the year ended December 31, 2004. The
following policies, which require estimates that are subject to measurement
uncertainty, are considered to be the most critical to understanding EuroZinc's
financial results:



Carrying
Value of Mineral Interests and Depletion

The
purchase of the Neves-Corvo copper mine, as was the case with the Aljustrel
mine, has been accounted for as a purchase and the assets acquired and the
liabilities assumed are recorded based on management's best estimate of fair
value. The Company will periodically review the carrying value of its mineral
property interests and, where circumstances indicate that an impairment may
exist, adjustments will be made to those values. Going forward, annual estimates
of recoverable reserves is the most significant method of assessing value.
Recoverable reserve estimates are complex and require significant subjective
assumptions. In the case of the Neves-Corvo mine, because it is operating, the
recoverable reserve estimate will also affect the amortization expense that is
charged to operations. As per Canadian GAAP, the amortization calculation is
based on the "units-of-production" method.



The
Company also currently capitalizes the carrying and development costs of the
Aljustrel mine, as well as the exploration costs on the Company's exploration
concessions in Portugal and the United States. The capitalized costs are charged
to operations if and when it is determined that the exploration project does not
have commercial value and is to be abandoned.







---

11



MANAGEMENT
DISCUSSION AND ANALYSIS OF FINANCIAL RESULTS

For
the Year Ended December 31, 2004





Costs
for exploration drilling are capitalized if it is determined that the drilling
results have added to the resource base of the mine.  These costs are
charged to operations if it is deemed that no value has been added.



Reclamation
Costs

Estimates
of the fair value of the reclamation costs (see Asset Retirement Obligations)
for EuroZinc's mines may be adjusted from time to time based on changing
circumstances or changes in remediation methods. A major review of closure
requirements and associated costs for the Neves-Corvo mine is due to be
completed in 2005 to determine whether a new method of tailings disposal will
significantly reduce the reclamation costs of the mine.



Measurement
of Future Income Tax Assets and Liabilities

EuroZinc
operates in a specialized industry and in several tax jurisdictions, and as a
result its operations are subject to a variety of tax laws and varying rates of
taxation. The Company is required to estimate the tax basis of assets and
liabilities, and it is possible that changes in tax laws and interpretations
could materially affect future income tax assets and liabilities recorded.



Valuation
of Derivative Instruments

As
the Company has determined that the copper futures and option contracts entered
into during 2004 do not qualify for hedge accounting, the charge to operations
is determined by establishing the fair value of the instruments at period ends.
The value of the contracts, which are based on the market price of the
commodity, are established by the Company and have been confirmed by parties to
the contracts.



Stock-Based
Compensation

Under
the fair value based method of accounting for stock options awarded to
directors, employees and consultants, the fair value of the stock options is
calculated and expensed at the date of grant, and an offsetting credit is made
to the fair value of options and warrants. If the stock options are exercised,
the proceeds are credited to share capital. EuroZinc uses the Black-Scholes
option pricing model to calculate the fair value of the Company's stock
options. The model is subject to various assumptions and those assumptions may
vary from time to time and could have a significant effect on the number.



CHANGES
IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION



Effective
January 1, 2004, the Company adopted the following new accounting standards:



Stock-Based
Compensation

Effective
January 1, 2004, the Company adopted the new provisions of the Canadian
Institute of Chartered Accountants (CICA) Handbook Section 3870 "Stock-Based
Compensation and Other Stock-Based Payments", which now requires companies to
adopt the fair value based method for all stock-based awards granted on or after
January 1, 2004. Previously, the Company was only required to disclose the pro
forma effect of stock options issued in the notes to the financial statements.
As a result, the Company is required to expense the estimated cost of stock
options issued. During 2004 a stock-based compensation expense of $1.5 million
was recorded on the statement of operations.



Asset
Retirement Obligations

As
required under Canadian GAAP, effective January 1, 2004, the Company has adopted
the new accounting standard on asset retirement obligations ("ARO"). Under
this standard, future costs to retire an asset including dismantling,
remediation and ongoing treatment and monitoring of the site are recognized and
recorded as a liability at fair value in the period it is incurred or acquired.
The





---

12



MANAGEMENT
DISCUSSION AND ANALYSIS OF FINANCIAL RESULTS

For
the Year Ended December 31, 2004





amount
of the liability will be subject to re-measurement at each reporting period and
it is accreted over time through periodic charges to operations. In addition,
the asset retirement cost is capitalized as part of the asset's carrying value
and amortized over the asset's useful life.



Based
on the estimated ARO for Aljustrel and the adoption of this policy, the 2003
financial statements were adjusted by a $0.2 million increase in the deficit, a
$0.2 million increase in the ARO, and a $3.8 million increase in property, plant
and equipment. The acquisition of the Neves-Corvo mine in 2004 resulted in a
$48.5 million increase in the ARO, a $47.1 million increase in property, plant
and equipment, and an accretion charge of $1.4 million to operations. The fair
value estimate must be reviewed on a regular basis to reflect change in laws and
regulations, the estimated scope of work and estimated costs.



Derivative
Instruments and Hedging Relationships

Effective
January 1, 2004, the Company has adopted the new CICA Accounting Guideline 13,
"Hedging Relationships" and CICA Handbook Sections 3855 and 3865, all of
which establish new criteria for hedging relationships and accounting for
financial instruments in effect on or after January 1, 2004. To qualify for
hedge accounting, the hedging relationship must be appropriately documented and
there must be reasonable assurance, both at the inception and throughout the
term of the hedge, that the hedging relationship will be effective.
Effectiveness requires a high degree of correlation of changes in fair values or
cash flows between the hedged item and the hedge. For contracts that qualify for
hedge accounting, gains or losses are recognized in sales when the hedged
production is sold; for contracts that do not qualify for hedge accounting,
gains or losses arising from the changes in their fair value are recorded in
operations.



During
2004 the Company determined that the copper futures and options contracts that
were required under the terms of the $100 million loan facility did not qualify
for hedge accounting. Consequently, a total of $32.1 million was charged to the
Company's statement of operations.



Variable
Interest Entities and Leases

Effective
January 1, 2004, EuroZinc adopted the new CICA Accounting Guideline 15, which
requires the consolidation of "Variable Interest Entities" ("VIEs") by
the primary beneficiary. VIEs are companies that are dependent on EuroZinc or
its subsidiaries for their existence. EuroZinc has determined that there is no
material effect on the Company's statements from the adoption of this
guideline.



Effective
January 1, 2005, the Company adopted EIC 150, which provides guidelines for
determining whether an arrangement contains a lease. It has been determined that
the effect of EIC 150 will not be significant to the Company.



CAUTIONARY
STATEMENT ON FORWARD-LOOKING INFORMATION



This
annual report contains assumptions, estimates, and other forward-looking
statements regarding future events. Such forward-looking statements involve
inherent risks and uncertainties and are subject to factors, many of which are
beyond the Company's control that may cause actual results or performance to
differ materially from those currently anticipated in such statements.
 Important factors that could cause actual results to differ materially
from those expressed or implied by such forward-looking statements include among
others metal price volatility, economic and political events affecting metal
supply and demand, fluctuations in ore grade, tonnes of ore milled, geological,
technical, and mining or processing problems. Readers are cautioned not to put
undue reliance on these forward-looking statements.







---

13



MANAGEMENT
DISCUSSION AND ANALYSIS OF FINANCIAL RESULTS

For
the Year Ended December 31, 2004





OTHER
INFORMATION

Additional
information regarding the Company is included in the Company's Annual
Information Form ("AIF") and Annual Report on Form 40-F, which are filed
with the Canadian securities regulators and the United States Securities and
Exchange Commission ("SEC"), respectively. A copy of the Company's AIF is
posted on the SEDAR website at www.sedar.com. A copy of the Form 40-F can
be obtained from the SEC website at www.sec.gov.







9



---

Exhibit 4.1





[LETTERHEAD OF WATSON DAUPHINEE & MASUCH]











CONSENT OF INDEPENDENT AUDITORS







We consent to the use of our report dated March 5, 2004 (except as to note 13(c) which is as of April 6, 2004), with respect to the consolidated financial statements of EuroZinc Mining Corporation included in the 2004 Annual Report on Form 40-F for the year ended December 31, 2003, filed with the U.S. Securities and Exchange Commission.











/s/ Watson Dauphineee & Masuch



Watson Dauphinee & Masuch

Chartered Accountants

Vancouver, British Columbia, Canada



March 25, 2005



---

Exhibit 4.2





[LETTERHEAD OF PRICEWATERHOUSE COOPERS LLP]











CONSENT OF INDEPENDENT AUDITORS







We consent to the use of our report dated March 30, 2005 with respect to the consolidated financial statements of EuroZinc Mining Corporation included in this Annual Report on Form 40-F for the year ended December 31, 2004, filed with the U.S. Securities and Exchange Commission.











/s/ PricewaterhouseCoopers LLP



PricewaterhouseCoopers LLP

Chartered Accountants

Vancouver, British Columbia, Canada



March 30, 2005







---

Exhibit 5.1











CONSENT OF SRK CONSULTING (CANADA) INC.





Reference is made to the Annual Report on Form 40-F for the year ended December 31, 2004 (the Annual Report) of EuroZinc Mining Corporation (the Company), filed with the U.S. Securities and Exchange Commission.



We hereby consent to the references to our name under the heading Mineral Projects -- Aljustrel Project in the Companys Annual Information Form and to all other references to our name included or incorporated by reference in the Annual Report, and we further consent to the reliance in the Annual Report on our independent technical report dated May 10, 2004 entitled March 2004 Update (as revised on May 10, 2004) of the SRK Consulting (Canada) Inc. Aljustrel Project Feasibility Study -- June 2000 which the Company used, or directly quoted from, in preparing summaries concerning the Aljustrel Project, which appear in such Annual Report.







SRK Consulting (Canada) Inc.





By:  /s/ Andrew J. Barrett



Name:  Andrew J. Barrett

Title:     President





March 29, 2005





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Exhibit 5.2





[LETTERHEAD OF WARDELL ARMSTRONG INTERNATIONAL LTD.]







CONSENT OF WARDELL ARMSTRONG INTERNATIONAL LTD.





Reference is made to the Annual Report on Form 40-F for the year ended December 31, 2004 (the Annual Report) of EuroZinc Mining Corporation (the Company), filed with the U.S. Securities and Exchange Commission.



We hereby consent to the references to our name under the heading Mineral Projects -- Neves Corvo in the Companys Annual Information Form and to all other references to our name included or incorporated by reference in the Annual Report, and we further consent to the reliance in the Annual Report on our independent technical report dated May 7, 2004 entitled Revised Technical Report on the Neves Corvo Mine, Portugal which the Company used, or directly quoted from, in preparing summaries concerning the Neves Corvo Project, which appear in such Annual Report.







Wardell Armstrong International Ltd.





By:  /s/ Dr. Phil Newall



Name:  Dr. Phil Newall

Title:    Technical Director





March 30, 2005





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Exhibit 5.3











CONSENT OF ENGINEER





Reference is made to the Annual Report on Form 40-F for the year ended December 31, 2004 (the Annual Report) of EuroZinc Mining Corporation (the Company), filed with the U.S. Securities and Exchange Commission.



I hereby consent to the references to my name under the heading Mineral Projects -- Aljustrel Project in the Companys Annual Information Form and to all other references to my name included or incorporated by reference in the Annual Report.







Very truly yours





/s/ James S. Drake



Name:  James S. Drake

Title:    P. Eng.





March 29, 2005









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Exhibit 5.4











CONSENT OF ENGINEER





Reference is made to the Annual Report on Form 40-F for the year ended December 31, 2004 (the Annual Report) of EuroZinc Mining Corporation (the Company), filed with the U.S. Securities and Exchange Commission.



I hereby consent to the references to my name under the heading Mineral Projects -- Aljustrel Project in the Companys Annual Information Form and to all other references to my name included or incorporated by reference in the Annual Report.







Very truly yours





/s/ Garnet L. Dawson



Name:  Garnet L. Dawson

Title:    P. Geo.





March 29, 2005







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Exhibit 6.1

CERTIFICATION



I, Colin K. Benner, certify that:



1.  I have reviewed this annual report on Form 40-F of EuroZinc Mining Corporation;



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



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



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



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



(b) Evaluated the effectiveness of the companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



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



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



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



(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the companys internal control over financial reporting.



Date:  March 31, 2005



/s/ Colin K. Benner



Colin K. Benner, Vice-Chairman and Chief Executive Officer



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Exhibit 6.2

CERTIFICATION



I, A.J. Ali, certify that:



1.  I have reviewed this annual report on Form 40-F of EuroZinc Mining Corporation;



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



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



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



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



(b) Evaluated the effectiveness of the companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



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



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



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



(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the companys internal control over financial reporting.



Date:  March 31, 2005



/s/ A.J. Ali



A.J. Ali, Executive Vice-President and Chief Financial Officer





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Exhibit 7.1



CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the annual report on Form 40-F of EuroZinc Mining Corporation for the year ended December 31, 2004, as filed with the Securities and Exchange Commission, I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:



1.  The annual report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and



2.  The information contained in the annual report fairly presents, in all material respects, the financial condition and results of operations of the registrant.





Date:  March 31, 2005





/s/ Colin K. Benner



Colin K. Benner, Vice-Chairman and Chief Executive Officer





A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.





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Exhibit 7.2



CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the annual report on Form 40-F of EuroZinc Mining Corporation for the year ended December 31, 2004, as filed with the Securities and Exchange Commission, I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:



1.  The annual report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and



2.  The information contained in the annual report fairly presents, in all material respects, the financial condition and results of operations of the registrant.





Date:  March 31, 2005





/s/ A.J. Ali



A.J. Ali

Executive Vice-President and Chief Financial Officer







A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.