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 12/31/03

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)



1045-1050 West Pender Street

Vancouver, British Columbia, Canada V6E 3S7

(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:

255,494,190 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 Initial Annual Information Form
(the AIF) of EuroZinc Mining Corporation (the
"Company") for the year ended December 31, 2003 is included herein as Exhibit 1.





AUDITED ANNUAL FINANCIAL STATEMENTS AND

MANAGEMENT'S DISCUSSION AND ANALYSIS



Audited Annual Financial Statements



The Company's audited consolidated financial statements for the years ended December 31, 2003 and 2002, including the auditors' report thereon dated 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 14 to the audited consolidated financial statements for a reconciliation of the differences between Canadian and United States Generally Accepted Accounting Principles.



Management's Discussion and Analysis

The Company's Management Discussion and Analysis 
for the year ended December 31, 2003 is included in the AIF (Exhibit 1 hereto)
under the heading, "Managements's Discussion and Analysis."





CONTROLS AND PROCEDURES



A.

Disclosure Controls and Procedures



As of December 31, 2003, 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 adequate 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, 2003, 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 Ryan Bennett.  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 1045-1050 West Pender Street, Vancouver, British Columbia, Canada V6E 3S7.





PRINCIPAL ACCOUNTANT FEES AND SERVICES



The aggregate amounts billed by Watson Dauphinee & Masuch, Chartered Accountants ("WDM") to the Company for each of the fiscal years ended December 31, 2003 and 2002 for audit fees, audit-related fees, tax fees and all other fees are set forth below:



Year Ended
December 31, 2003Year Ended
December 31, 2002Audit Fees (1)$52,900$53,465Audit-Related Fees (2)8,0783,000Tax Fees (3)7,4007,935All Other Fees (4)05,500


Totals$68,378$69,900


2

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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.



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 2003 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





PAYMENTS DUE BY PERIOD (In Cdn $)Less than1 to 34 to 5AfterContractual ObligationsTotal1 YearYearsYears5 YearsLong-Term Debt Obligations (1)
  17,980,661-5,698,0002,022,20110,260,460Capital Lease Obligations
  23,1436,70816,435--


Operating Lease Obligations
  57,99231,45826,534--Contingent Payments (2)
  24,065,000---24,065,00042,126,79638,1665,740,9692,022,20134,325,460


3



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(1)  These payments do not begin until commencement of production of the Feitais zinc deposit (please see note 8 of the 2003 audited consolidated financial statements).  The Company is assuming production will commence in 2005.



(2)  This contingent liability is under a
"price participation" clause.  The "price participation", for which the Company is liable, is an amount equal to the amount of zinc produced and sold from the Company's Pirites Alentejanas, S.A.'s properties times 8% of the price per pound of zinc in excess of US$0.55, whenever the annual zinc price averages over US$0.55 per pound.  This price participation is payable for a period of ten years from the commencement of production of the Aljustrel project (please see note 3(a) of the 2003 audited consolidated financial statements).

4



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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



Concurrently with the filing of this annual report on Form 40-F, the Registrant filed with the Commission a written irrevocable consent and power of attorney on Form F-X.





EXHIBITS



The following exhibits are filed as part of this report:



1.

Initial Annual Information Form for the year ended December 31, 2003



2.

Audited Consolidated Financial Statements for the years ended December 31, 2003 and 2002, together with the auditors' report thereon dated March 5, 2004, except as to note 13(c) which is as of April 6, 2004 (Note 14 to the audited consolidated financial statements relates to differences between Canadian and United States Generally Accepted Accounting Principles)









3.        
Consent of Watson Dauphinee & Masuch, Chartered Accountants



4.1      
Consent of Steffen Robertson Kirsten (Canada) Inc.



4.2      
Consent of Wardell Armstrong International Ltd.



5.1

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



5.2

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



6.1

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



6.2

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 and

Chief Financial Officer





Date:

May
28, 2004

6



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Exhibit 1

















May
10, 2004

INITIAL
ANNUAL INFORMATION FORM



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TABLE OF CONTENTS

|                                                                               | Page | 
|------------------------------------------------------------------------------ | ---- | 
|                                                                               |      | 
|                                                                               |      | 
|PRELIMINARY NOTES                                                              | IV   | 
|Incorporation
      of Financial Statements                                    | iv   | 
|Date of
      Information                                                      | iv   | 
|Forward
      Looking Statements                                               | iv   | 
|Currency
      Equivalents                                                     | iv   | 
|GLOSSARY OF MINING TERMS                                                       | V    | 
|CORPORATE STRUCTURE                                                            | 1    | 
|Name and
      Incorporation                                                   | 1    | 
|Intercorporate
      Relationships                                             | 1    | 
|GENERAL DEVELOPMENT OF THE
      BUSINESS                                      | 2    | 
|Three-Year
      History                                                       | 2    | 
|Significant
      Acquisitions and Significant Dispositions                    | 3    | 
|Trends                                                                         | 4    | 
|NARRATIVE DESCRIPTION OF THE
      BUSINESS                                    | 4    | 
|Applicable
      Government Regulation                                         | 5    | 
|Mining Laws                                                                    | 5    | 
|Environmental
      Laws                                                       | 7    | 
|NEVES CORVO PROJECT                                                            | 7    | 
|Property
      Description and Location                                        | 7    | 
|Accessibility,
      Climate, Local Resources, Infrastructure and Physiography | 9    | 
|History                                                                        | 9    | 
|Geological
      Setting                                                       | 10   | 
|Exploration                                                                    | 11   | 
|Mineralization                                                                 | 12   | 
|Drilling and
      Sampling                                                    | 13   | 
|Sampling,
      Analysis and Security                                          | 14   | 
|Mineral
      Resource and Mineral Reserve Estimates                           | 15   | 
|Mining
      Operations                                                        | 18   | 
|Exploration
      and Development                                              | 22   | 
|ALJUSTREL PROJECT                                                              | 23   | 
|Property
      Description and Location                                        | 24   | 
|Accessibility,
      Climate, Local Resources, Infrastructure and Physiography | 24   | 
|                                                                               |      | 
|                                                                               |      | 
|-
      i -                                                                   

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TABLE OF CONTENTS

(continued)

|                                                                                                       |    |      | 
|------------------------------------------------------------------------------------------------------ | -- | ---- | 
|                                                                                                       |    | Page | 
|                                                                                                       |    |      | 
|                                                                                                       |    |      | 
|                                                                                                       |    |      | 
|History                                                                                                |    | 25   | 
|Geological
      Setting                                                                               |    | 27   | 
|Exploration                                                                                            |    | 28   | 
|Mineralization                                                                                         |    | 28   | 
|Drilling                                                                                               |    | 28   | 
|Sampling,
      Analysis and Security                                                                  |    | 29   | 
|Mineral Resource and Mineral Reserve Estimates                                                         | 33 |     
|Mining
      Operations                                                                                |    | 36   | 
|Exploration
      and Development                                                                      |    | 42   | 
|RISK FACTORS                                                                                           |    | 43   | 
|Lack of
      Revenue From Operations                                                                  |    | 43   | 
|History of Net Losses; Uncertainty of Additional Financing                                             | 43 |     
|Dividends
      Unlikely                                                                               |    | 43   | 
|Completion of the Acquisition of Neves Corvo                                                           | 43 |     
|Fluctuation of
      Mineral Prices                                                                    |    | 43   | 
|Foreign
      Currency Fluctuations                                                                    |    | 44   | 
|Mineral
      Reserves and Resources                                                                   |    | 44   | 
|Operations
      Risks                                                                                 |    | 44   | 
|Insurance Risk                                                                                         |    | 45   | 
|Production and
      Cost Estimates                                                                    |    | 45   | 
|Exploration
      Risks                                                                                |    | 45   | 
|Possible Loss of Interests in Exploration and Development Properties                                   | 46 |     
|Risks Relating to Statutory and Regulatory Compliance                                                  | 46 |     
|Employee
      Relations                                                                               |    | 47   | 
|Repatriation
      of Earnings                                                                         |    | 47   | 
|Dependence on Key Management Employees                                                                 | 47 |     
|Conflicts of
      Interest                                                                            |    | 47   | 
|Competition                                                                                            |    | 47   | 
|Price Fluctuations: Share Price Volatility                                                             | 48 |     
|Risk That Company Could be Treated as a Passive Foreign Investment Company
      for U.S. Tax Purposes | 48 |     
|SELECTED
      CONSOLIDATED FINANCIAL INFORMATION                                                      | 48 |     
|                                                                                                       |    |      | 
|-
      ii -                                                                                          

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TABLE OF CONTENTS

(continued)

|                                               |    |      | 
|---------------------------------------------- | -- | ---- | 
|                                               |    | Page | 
|                                               |    |      | 
|Annual
      Information                       |    | 48   | 
|Dividends                                      |    | 49   | 
|MANAGEMENT'S
      DISCUSSION AND ANALYSIS     | 49 |     
|Overview                                       |    | 49   | 
|Quarterly
      Information                    |    | 50   | 
|Results of
      Operations                    |    | 51   | 
|Liquidity and
      Capital Resources          |    | 52   | 
|Outlook                                        |    | 53   | 
|MARKET FOR SECURITIES                          |    | 53   | 
|DIRECTORS AND OFFICERS                         |    | 53   | 
|Name, Address, Occupation and Security Holding | 53 |     
|Audit
      Committee                          |    | 54   | 
|Compensation
      Committee                   |    | 54   | 
|Corporate Cease Trade Orders or Bankruptcies   | 54 |     
|Penalties or
      Sanctions                   |    | 55   | 
|Personal
      Bankruptcies                    |    | 55   | 
|Conflicts of
      Interest                    |    | 55   | 
|ADDITIONAL INFORMATION                         |    | 55   | 

- iii -

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PRELIMINARY
NOTES

Incorporation
of Financial Statements

Incorporated
by reference into this Annual Information form ("AIF") are the consolidated
financial statements of the Company for the year ended December 31, 2003,
copies of which may be obtained online from SEDAR at www.sedar.com.
All financial information in this AIF has been prepared in accordance with
generally accepted accounting principles in Canada.  Copies of all other
materials incorporated by reference herein may also be obtained from SEDAR at www.sedar.com.

Date
of Information

All
information contained in this AIF is as of May 10, 2004, unless otherwise
stated.

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
Equivalents

All
dollar amounts are expressed in Canadian dollars unless otherwise indicated. Our
accounts are maintained in Canadian dollars.





-
iv -



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GLOSSARY
OF MINING TERMS

In
this AIF, unless there is something in the subject matter or context
inconsistent therewith, the following capitalized terms have the meanings set
forth herein:

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 colored, 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.

Cross
Cut - An underground passageway, usually from a shaft to a vein of ore or
crosswise to a vein of ore.

Cu
- Copper.

Culm
- Applied stratigraphically to specific sedimentary carboniferous rocks in
England and Portugal.

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.

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.

-
v -



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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.

Grid
- A network of evenly spaced horizontal and vertical survey lines.

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.

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.

-
vi -



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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.

Ore
- Rock containing mineral(s) or metals that can be economically extracted.

Outcrop
- An exposure of bedrock at the surface.

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.

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.

-
vii -



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Sn
- Tin.

Stockwork
- A network of usually quartz veinlets diffused in the original rock.

Strike
- Direction or trend of a geologic structure.

Tonneort - 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.

-
viii -



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EUROZINC
MINING CORPORATION
ANNUAL INFORMATION FORM

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 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, the predecessor of the
TSX Venture Exchange.

Intercorporate
Relationships

The
Company has the following subsidiaries:

1.

Iberian
Base Metals Plc ("Iberian"), a wholly-owned subsidiary incorporated under
the laws of the United Kingdom.  It is anticipated that Iberian will hold
all of the issued and outstanding shares of Portuglobal (defined below).

2.

Portuglobal-Exploracoes
Mineiras, Unipessoal, Limitada ("Portuglobal"), a wholly-owned subsidiary
incorporated on January 18, 1995 under the laws of Portugal.  The
Company's operations in Portugal are conducted through Portuglobal and AGC
(defined below), which hold all of the Company's current mineral property
interests in Portugal.

3.

AGC
Minas de Portugal, Unipessoal, Limitada ("AGC"), a wholly-owned subsidiary
incorporated on January 19, 1996 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 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 holds 100% of the Malhadinha Concession.

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6.

Vestor
Exploration Inc. ("Vestor"), a wholly-owned subsidiary incorporated on
May 23, 1980, under the laws of Delaware.  This subsidiary is
currently inactive.

7.

N.P.R.
(U.S.) Inc. ("NPR"), a wholly-owned subsidiary incorporated in the state of
Nevada, holds the patented and unpatented claims of the Crypto property in the
state of Utah.

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 Project (a
zinc-silver-lead-copper mine) in Portugal.

In
November 1997, Portuglobal, Vestor and two other joint venture partners entered
into an agreement with Portuglobal and Empresa de Desenvolvimento Mineiro, S.A.
("EDM"), the Portuguese State mining company, and PA, then a private company
controlled by EDM that held the Aljustrel Project, for the joint venture to
acquire up to a 75% interest in the Aljustrel Project, a former producing base
metals property in south-central Portugal, adjacent to the Estacao Concession.
 In March 1998, Vestor and Auspex formed AGC as successor to the joint
venture group.  In June 1998, Vestor and Auspex announced the signing of
the final agreement and the commencement of a Feasibility Study.  AGC, then
equally owned by Vestor and Auspex, was the signatory to the final agreement,
thus making Vestor and Auspex partners in the Aljustrel Project with EDM.
 With the merger of Vestor and Auspex on April 21, 1999, the Company
had the right to acquire up to a 75% interest in the Aljustrel Project.

On
December 20, 2001, the Company, through AGC SGPS, entered into a new
agreement with EDM that replaced and superseded the previous agreements,
pursuant to which the Company purchased EDM's 75% equity interest in PA, the
operating company that owns the Aljustrel Project, including operating permits,
mill facilities, underground development, offices, machine shops, stocked
warehouses, and the right to use a dedicated port facility.  By acquiring
EDM's interest in PA, the Company was able to reorganize the capital structure
of PA such that the Company now owns in excess of 99% of PA.  This
reorganization was completed in November 2002.

A
final Feasibility Study was completed in 2000, which was updated in 2001.
 This study established the economic viability of the Aljustrel Project,
and allowed the Company to complete a financial and fiscal incentive package
with the European Union and the Government of Portugal, and to sign a letter of
intent with Outokumpu Mintec OY, which will provide a metallurgical
performance guarantee for the process plant upgrade.  In March 2004, a
technical report was prepared in accordance with National Instrument 43-101 of
the Canadian Securities Administrators ("NI 43-101") that further
updated the feasibility study completed in 2000.

On
December 18, 2003 Resource Capital Funds (the "Funds") converted all of
their outstanding loans to the Company totalling US$12,659,235, into a total of
133,496,040 common shares of the Company ("Shares").  The final
interest payments associated with the loans totalling $249,780, were also
settled by issuing 999,120 Shares of the Company at a deemed price of $0.25 per
Share.

On
December 18, 2003, and January 5, 2004, the Company completed a financing in two
tranches, of an aggregate of 38,479,000 units at a price of $0.25 per unit for
aggregate gross proceeds of $9,619,750.  Each unit consisted of one Share
of the Company and one half warrant.  Each whole warrant is exercisable
into one Share of the Company for a period of 18 months at a price of $0.40 per
warrant share.

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On
February 23, 2004, the Company was officially notified that it was the
winning bidder to acquire the Neves Corvo copper mine in Portugal ("Neves
Corvo").  As the winning bidder, the Company made a 10 million Euro
deposit and entered into definitive purchase agreements (the "Definitive
Agreements") on March 4, 2004 with the owners of the mine, EDM and the
Rio Tinto Group ("RTZ").  The acquisition of Neves Corvo must close
within ninety days of the date of the Definitive Agreements.

Under
the terms of the Definitive Agreements, EuroZinc will purchase through
Portuglobal 100% of the outstanding shares of the operating company, Sociedade
Mineira de Neves Corvo, SA ("Somincor"), for a total price of
128 million Euros (approximately US$152.55 million) and will be
obligated to settle certain outstanding debts and shareholder loans on closing
totalling approximately 27.6 million Euros (approximately
US$32.9 million).  Also under the Definitive Agreements, there is a
price participation clause whereby, for a period of four years, EDM and RTZ
together will 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 year and US$0.95 per
pound for the three years thereafter.

On
February 6, 2004, the Company completed a financing on an underwritten basis, of
75,000,000 special warrants at a price of $0.40 per special warrant for
aggregate gross proceeds of $30 million.  Each special warrant under such
offering was exercisable into one Share of the Company and one half warrant.
 Each whole warrant is exercisable into one Share of the Company for a
period of two years from the date of the special warrants at a price of $0.50
per warrant share during the first 12 months and thereafter at a price of $0.75
per warrant share.  All of the 75,000,000 Shares and 37,500,000 warrants
were issued on February 26, 2004.  The Company used 10 million Euros raised
in such financing for the required non-refundable deposit for the acquisition
cost of Neves Corvo.

On
April 5 and 15, 2004, the Company closed a further equity financing through
Paradigm Capital Inc., Haywood Securities Inc., Orion Securities Inc. and
Pacific International Securities Inc. (collectively, the "Underwriters") on
an underwritten basis of 130,800,000 special warrants at a price of $0.60 per
special warrant for aggregate gross proceeds of $78,480,000.  Each special
warrant under such offering is exercisable for no additional consideration into
one Share of the Company at any time until 5:00pm on the earlier of: (i) August
6, 2004; and (ii) the third business day after the date on which a receipt
is issued by the securities regulatory authorities for a final short form
prospectus qualifying the distribution of the Shares upon exercise of the
special warrants. The net proceeds of each of the special warrant financings
will be used to finance part of the acquisition of Neves Corvo.

The
gross proceeds of $78,480,000 from the special warrant financings were placed in
escrow with Computershare Trust Company of Canada (the "Trustee") pursuant
to the terms of a special warrant indenture and will be released to the Company,
less the Underwriters' commission of $4,843,800, on the date that is the
earlier of:  (a) June 11, 2004; and (b) the date the Company
delivers to the Underwriters and the Trustee an escrow release certificate (the "Escrow Release Certificate"), certifying that:  (i) all conditions
precedent to the completion of the acquisition of Neves Corvo have been
satisfied (other than payment of the purchase price as set out in the Definitive
Agreements) and confirmed as such by the vendors; (ii) all required funds for
completion of the acquisition of Neves Corvo have been raised and, but for the
special warrant financing funds held in escrow, are either in the possession of
the Company with all rights to use such funds or are held in escrow and will be
released to the Company concurrently with the release of the special warrant
 proceeds such that on release the Company will have all rights to use such
funds to complete the acquisition of Neves Corvo; and (iii) the Company has been
conditionally approved for listing on The Toronto Stock Exchange.

If
the Company has not delivered the Escrow Release Certificate on or prior to
June 2, 2004, each holder of special warrants not previously exercised will
be entitled to elect to require repayment of its

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subscription
funds, plus any interest earned thereon, from the escrowed proceeds, in which
case such special warrants will be cancelled; provided that, in the absence of
such election being made by a holder on or before June 10, 2004, the holder
shall be deemed to have elected to retain their special warrants.  To the
extent that a holder of special warrants elects to require that their special
warrants be repurchased utilizing proceeds in escrow, the Underwriters'
commission held in escrow will be reduced accordingly.

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 Neves Corvo.  The Debt Facility is expected to be
syndicated to other banks, but funds will be available from SG and Standard Bank
if syndication extends beyond closing of the acquisition of Neves Corvo.
 As consideration for the Debt Facility, the Company has agreed to pay to
SG and Standard Bank an aggregate of U.S.$2,250,000.  The Company is also
subject to an agency fee of $75,000 per annum and a commitment fee of 0.75% on
available but undrawn amounts of the Debt Facility.

The
documentation and drawdown of the Debt Facility is expected to be completed by
the end of May, 2004.  The Debt Facility will be repayable over eight years
in semi-annual instalments commencing on May 31, 2005, will bear an interest
rate of 2.50% per annum over U.S.$LIBOR during the first five years and 2.75%
per annum over U.S.$LIBOR during the remaining three years and may be repaid, in
whole or in part, without penalty, at any time.  The loan agreement will
contain financial covenants that must be satisfied on an ongoing basis in order
keep the loan in good standing.  The Debt Facility is secured by a pledge
of the shares of the subsidiaries of Iberian, including Somincor, and guarantees
by each subsidiary.  It is further secured by a registered charge over all
of the assets of Iberian and certain of Somincor's assets agreed upon by the
parties.  The Company has entered into a copper price protection program
agreed to by Standard Bank under which the Company will implement a program to
minimize its exposure to fluctuations in metal prices, currency and interest
rates.

It
is anticipated that the net proceeds from the Debt Facility, together with the
net proceeds remaining from the 2003 and 2004 equity financings, will provide
the Company with the funds required to complete the acquisition of Neves Corvo.

It
is expected that existing debt within Somincor will be offset by prepayment for
copper concentrates.  The Company anticipates that following the
acquisition of Neves Corvo, the operation of Neves Corvo and the development of
the Aljustrel project will become its principal business focus.

As
a result of the financings completed between December 18, 2003 and April
15, 2004, the Company raised a total of $118,099,750 and issued 244,279,000
Shares (assuming the special warrants issued in April 2004 are converted into
Shares) and warrants (not including broker warrants) for the purchase of an
additional 56,739,500 Shares.  A further 134,495,160 Shares were issued to
the Funds on December 18, 2003 in connection with the conversion of the
outstanding debt as discussed above.

Trends

The
Company is not currently aware of any trends, commitment, event or uncertainty
that may reasonably be expected to have a material effect on the Company's
business other than as disclosed elsewhere herein and the risks summarized under
the heading "Risk Factors".

NARRATIVE
DESCRIPTION OF THE BUSINESS

The
Company's principal focus in recent years has been the development of the
Aljustrel Project in Portugal on which the Company has completed extensive
drilling and metallurgical testwork.  A final

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Feasibility
Study was completed in 2000, which was updated in 2001 and 2004.  In
February 2004, the Company was the winning bidder to acquire the Neves Corvo
mine in Portugal.  The Company intends to complete the acquisition in early
June 2004.  Neves Corvo is an operating underground mine located in the
Iberian Pyrite Belt and has been a significant producer of copper since 1989.

The
Company also conducts exploration activities on other properties in Portugal.
 The Company holds a 100% interest in the Malhadinha Concession, which was
recently 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 Malhadinha Concession in 2000.

The
Company also holds the Crypto zinc deposit in Utah.  This property is not
currently being developed and is not material to the Company.

As
of December 31, 2003, the Company had 86 employees, 82 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 General Directory of
Geology and Energy (DGGE - Direccao Geral de Geologia e Energia), 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 is 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,

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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.

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 if mining operations were to resume on Aljustrel or if
the Neves Corvo Project is acquired, the Company would be subject to laws
governing the operation of mines, including taxes, labour standards,
occupational health, waste disposal and mine safety.  In particular, the
Company would be 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 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 Malhadinha concession but not to the Aljustrel concession, 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 EuroZinc 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 Concession is an exploration concession, which allows the Company to
carry out typical exploration activities, such as sampling, trenching and
drilling, without having to obtain additional

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permits.
 Additionally, the Company must obtain the consent of landowners for
trenching and drilling activities.  When the Company wishes to convert an
exploration concession to a mining or exploitation concession to develop a
deposit, then the Company 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 tons 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 is conducting exploration
activities; any surface disruption through trenching or drilling must be
remediated.

The
Company would be subject to an environmental impact assessment with respect to
all properties in Portugal that are not currently permitted for mining (only the
Malhadinha concession at this time).  When the Company applies to convert
its exploration license to a mining license the Company would be subject to a
full assessment that would include water, biology, social, and other aspects of
the environment.

NEVES
CORVO PROJECT

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 preparation of the Wardell Report, WAI reviewed data provided by
Somincor and their consultants of the Neves Corvo mine property, and has drawn
its own conclusions therefrom, augmented by its direct field examination. WAI
has not carried out any independent exploration work, drilled any holes nor
carried out any sampling and assaying. WAI has not performed any estimation of
resources and reserves at Neves Corvo, but has 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 has relied upon the data presented by Somincor and
EuroZinc in formulating its opinion.

The
following is summarized from the Wardell Report, which readers are encouraged to
review in its entirety on SEDAR at www.sedar.com.

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 15km to the southeast of the town
of Castro Verde. The area has an excellent transport network with international
airports at Faro some 80km to the south and Lisbon 150km to the northwest.

The
Neves Corvo operations consist of the following facilities:

- Underground
    mine, processing facilities and central administration offices at the mine
    site;
- Private
    harbour and loading facility at Setubal;

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- Sand
    extraction facilities; and
- Lisbon
    offices.

The
mining operations at Neves Corvo are contained within a mining concession
agreement (the "Neves Corvo Mining Concession") between the State and
Somincor covering 13.5km2, 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;
- 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 presently applied to
    Somincor.

Under
the terms of the purchase of Somincor the existing mining concession agreement
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.

The
Neves Corvo Mining Concession is surrounded by an exploration concession (the "Exploration Concession"), signed in 1994, covering an area of 86.5km2.
The Exploration Concession lasted for a period of eight years, and in September
2002 Somincor negotiated a two year extension subject to a 10% reduction in
area. The Exploration Concession now totals 77.5km2 and Somincor aims
to drill 5 boreholes in five identified anomalies with a minimum expense of 0.5 million.

Upon
closing of the acquisition of Neves Corvo under the Definitive Agreements,
EuroZinc will apply to DGGE for a new exploration concession surrounding the
Neves Corvo Mining Concession similar in size to the existing Exploration
Concession area. 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. New exploration concessions are granted for a
period of 2 years with the possibility of three 1 year extensions with
a 50% reduction in area after each extension.

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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 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 210m 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.

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 and gatehouse.

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

The
mine is connected to the national grid by a single 150kilovolt, 50million volts
per year rated, overhead power line 22.5km 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 1.5km x 2km. A preliminary reserve quoted at
this time estimated some 34.64Mt @ 7.85% Cu of cupriferous sulphides and 32.87Mt
@ 5.71% Zn of zinc-rich sulphide mineralisation.

Rio
Tinto 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.

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During
the development of the mine, significant tonnages of high-grade tin ores were
discovered, associated with the copper mineralisation, 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 1997-2003
|--------------------------------------------
|Year                                        
|kt
      treated                            
|Feed
      Cu %                             
|Recovery
      %                            



Maximum
production was achieved in 1998 (1.806Mtpa).  The copper head grade fell
below 5% Cu in the years 1998 to 2001, but in 2002 and 2003 this figure was
exceeded.  Since 1997, copper recovery ranged from 85.34% to 86.97%.

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

|Operating
      and Capital Costs 1997-2003
|-------------------------------------------
|Parameter                                  
|Tonnage
      Milled                       
|Operating
      Costs                      
|Unit
      Costs                           
|Capital
      Costs                        

Note:

(1)

Year
2000 costs affected by industrial action



Production
for 2003 achieved budget in spite of a number of shaft incidents adversely
affecting hoisting capacity in July and September. Hoisting in the subsequent
months was higher than planned as underground stocks were built up in July and
September. As at year end mined production was +0.4% and copper grade -2.3% as
variance to plan.

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

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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 mineralisation, 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.

Mineralisation
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.

Exploration

Throughout
the life of mine, the main focus of exploration has been the continued search
for mineralisation within the mining licence area. To date, this process has
been undoubtedly successful in that the mine commenced production with a
resource of approximately 30Mt, whilst 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 also 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 Mining Licence 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.

As
a general rule, the most prospective areas now appear to be to the north and
northeast, lateral to currently defined mineralization, although this
mineralization is commonly deeper.  However, WAI is of the opinion that
considerable potential exists to define additional copper mineralization that
can be brought into the Neves Corvo resource base.

Since
the commencement of operations, some 53km of surface exploration drilling has
been undertaken, primarily targeting Bouger anomalies defined during the 1970s.
 To date, this work has yielded very poor results, with little or no
indications of significant mineralization outside of the area currently defining
the Neves Corvo orebodies.

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More
recently, other geophysical methods have been applied to the area including
Electromagnetic ("EM"), seismics and magneto-telluric, although it still
appears that gravity produces the most prospective results.

WAI
has examined these exploration data and believes that given the level of current
knowledge, it is unlikely that additional significant mineralization exists
outside of the known deposits.  However, it may be worth considering
re-processing the original gravity data, if this has not already been completed
in the last few years, or possibly the application of some of the modern
airborne geophysical techniques currently available to the industry.

Mineralization

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

Corvo

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

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
mineralisation 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 mineralisation), 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 mineralisation 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 mineralisation 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 80m thick extends for 700m along
strike, 500m down dip and ranges in depth below surface from 230-450m. The
orebody is linked to Corvo by a bridge of thin continuous sulphide
mineralisation. 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 mineralisation 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 mineralisation, joined by a thin bridge, which dip to
north at 5-25o. The maximum true thickness is 55m with a strike length of
1,200m and 700m 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 mineralisation 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
mineralisation at Neves South) with some copper mineralisation 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 mineralisation 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 mineralisation dips to the north at 20-40o, has a thickness of
100m and extends for 1,350m down dip and 600m along strike.

Earlier
exploration intersected a second lens north of Lombador that has the potential
to extend the zinc resource. Copper mineralisation 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 an extremely 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
11-12,000m of underground exploration drilling per year, by contractors and
in-house drill rigs, at a current cost of approximately 35-40/m. Typically,
underground fan drilling would produce intersections on approximately 35m
spacing. In addition, surface drilling, often on a spacing of 75-100m, has
successfully outlined a number of new exploration targets such as Zambujal and
Lombador, the latter by surface holes only.

As
standard procedure, drillholes are surveyed with an Eastman Single Shot tool,
and it is likely that the intersection positions of some of the long surface
holes may not be very accurate as hole deviation is considerable as a result of
the complex geology.

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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 >16m thick, be of a single ore type, and
dip at >45o or <15o (mini bench and fill is used
where the ore is <10m 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 5x5m 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.

As
a general conclusion, WAI believes that much of this grade control effort may be
unnecessary (particularly the bench and fill drilling) as a considerable volume
of historical data points to a consistent trend that the grade control samples
give grades approximately 10% higher than the defined reserve grade for that
particular block. Thus, it may be more beneficial and cost effective to
undertake additional fan drilling at the resource definition stage, rather than
considerable volume of grade control drilling now undertaken.

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 around
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 ≤6.3mm,
riffle splitting, then milling to ≤1mm.

From
here, 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 after pulverisation.

WAI
has inspected these facilities and protocols and is satisfied with the current
set up.

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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;
- 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
has not undertaken 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 is satisfied that any significant problems have been dealt with as part of
the on-going process.



However,
as part of this current study, WAI has inspected a selection of drillhole
sections, plans and assay data, and can conclude that no problems have been
identified.



In
addition, WAI has examined the orebody models with respect to the data input,
statistical analysis and variography, and again can conclude that no errors were
identified.

Mineral
Resource and Mineral Reserve Estimates

Historically,
Neves Corvo mine has used an in-house software system ("SUMP") for resource
and reserve estimation, which over the years has provided robust and reliable
estimates. However, this system was only capable of two-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 Australasian 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

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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.

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 SUMP software system, 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 2m cubes for Measured Resources and 4m cubes
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 has inspected the sample database and is 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
has inspected these variograms and 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
agrees 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 35m spaced drillhole fans
    with or without galleries;
- Indicated
    Resources are derived from underground borehole data, again based on 35m
    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.

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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 Code. The JORC and CIM (2000) compliant Cu
resources are shown in the table below.

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 as shown in
the table below.  A Measured tin resource of 1.6Mt @ 9.7% Cu, 1.8% Zn and
2.3% Sn has also been estimated. 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.

A
classified Somincor resource summary table is provided below:

Classified
        Resources (31 December 2002)Category
      Resource
        (Mt)
      Grade
        (%)Copper
      Measured
      22.233
      5.65Indicated
      0.837
      4.40Inferred
      7.550
      4.03Zinc
      Indicated
      26.183
      6.40Inferred
      24.170
      5.55


In
contrast to the resources, Somincor does not apply the JORC code to their
reserve statements.  EuroZinc has taken 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 has prepared its Life of Mine Plan:

EuroZinc
        Reserve Statement 2004Orebody
      Classification
      Tonnes
        (kt)
      %
        CopperCorvo
        -700
      Proven
      10,348
      5.81Corvo+Graca+CSE
        +700
      Proven
      2,755
      5.40Graca
        SE
      Proven
      198
      3.65Neves
        South
      Proven
      2,242
      4.38Neves
        North
      Proven
      3,192
      2.98Total
      Proven
      18,772
      5.07Corvo
        -700
      Probable
      140
      5.81Graca
        SE
      Probable
      5
      3.65Neves
        South
      Probable
      79
      4.38Neves
        North
      Probable
      257
      2.98Total
      Probable
      481
      4.04Total
      Proven
        and Probable
      19,252
      5.04


WAI
confirm that the procedures used by EuroZinc in preparing this reserve statement
are in accordance with JORC and NI 43-101. It is this reserve statement which
has been used by WAI in preparing the financial model.

However,
WAI feels that it is likely that the resource material from Lombador and
Zambujal that has been included in the Somincor Life of Mine Plan will be
upgraded and ultimately brought into the reserve base. From historical evidence,
approximately 90% of resources transfer through to reserves, although with

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ever
changing economics, this figure should not be relied upon for future mine
planning, particularly as the mine goes ever deeper to chase additional
resources. In addition, it is also likely that the new discoveries in the bridge
area between the Lower Corvo and Lombador orebodies will provide further high
grade copper resources to the mineral inventory.

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, whilst
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 5m 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 35m sample spacing, will tend to provide a
"smoother" grade profile with values interpolated from the nearest samples.

Moreover,
35m 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 mineralisation is being left
that is above the cut-off grade.

Thus,
in conclusion, WAI does not feel that there is a significant problem with
production reconciliation, although as a recommendation, 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 via a 5m-diameter shaft from the 700m level, whilst a further access
is provided by a decline to the 550m elevation. Ore from the deeper levels
is transported to the 700m 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 Mine presently mills approximately 1.7Mtpa of copper and tin ores,
although the tin resource is nearing exhaustion and forms little or no part in
any future mining plans. The mine employs 780 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 233. However, this has been

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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 5m diameter shaft, hoisting ore from the
700m 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 being Bench and Fill and Drift and Fill which account for 41.5% and
38% of production tonnages respectively. Dilution has been highlighted as being
a major concern in the Drift and Fill Stopes (19%) and the mine is progressively
moving towards increasing production from the Bench and Fill (5-7.5%) method.
The mine works a 3 shift per day pattern 6 days per week, but
effective time at the work face can be considered low by normal mining
standards.

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.  Since 1997 copper
recovery has ranged from 85.3% to 87.0% to a copper concentrate grade of between
23 and 24% Cu.  To increase the plant throughput to 2.2Mtpa it is proposed
to utilise two regrind mills on secondary milling duty, thus increasing
secondary milling capacity from 1600kilowatts to 2400kilowatts.  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.

Very
little metallurgical testwork has been undertaken on the Neves Corvo
polymetallic ores, but it is reasonable to assume that they can be processed to
give saleable grades of copper and zinc concentrates.  The tin plant should
be able to be adapted to treat the polymetallic ores although additional
grinding capacity may be required due to the fine grain size of the ores.

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

- Harbour
    duties

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The
total cost of shipping a tonne (wet) of concentrate from the mine site to Setubal is
6.5/tonne.  Handling costs at Setubal are a further
6.49
per tonne.

Concentrates
are predominantly sold to five smelters.  A list of these smelters and the
2004 expected deliveries are given in the table below:

Concentrate
        ShipmentSmelter
      kt
        to be shipped, 2004Atlantic Copper SA
        (Spain)
      100Noranda Inc.
        (Canada)
      8.5Outukumpu
        Harjavalta Metals OY(Finland)
      60Norddeutsche
        Affinerie AG (Germany)
      94Caraiba Metais SA
        (Brazil)
      27Glencore
        International AG
      15


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
report treatment charges treatment charges for 2003 ranging between 53-71 US$/tonne
with an average of around US$60 per tonne.  For 2004 the figure is expected
to be closer to US$48 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 estimates for 2004 are given in the following table:

Concentrate
        Shipping CostsDestination
      2003
        /tonne*
      2004
        /tonne*ATC
        Spain
      6
      7.5NAF
        Germany
      8-9
      9.5OK
        Finland
      10
      13.0


*Per
wet metric tonne

Prices
for 2004 are expected to be approximately 20% higher than for 2003.  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

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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.

If
the method of tailings disposal remains unchanged, then three more dam raises
are needed above the 255m 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, these appear to 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.

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 is not, in WAI's opinion, being dealt
with adequately by Somincor, is the provision for mine closure and the closure
funding arrangements.  Somincor's assessment of the mine closure
liabilities is:

- 57.8 million,
    to which additional costs need to be added bringing the total to 63.5 million
    at 1999 costs for technical closure, equivalent to 76.2 million at
    2003 costs; and
- 5.4 million,
    for social closure costs.

This
totals 81.6 million.  In WAI's opinion the financial provision
for closure should be more in the region of 100 million at 2003 costs.
 However, a major review of closure requirements and costs is due in 2004.
 Comparison of this closure cost with other mines is difficult as
comparative data are not available.  In WAI's experience the closure
requirements for Neves Corvo are certainly at the very high end of the range,
but this is not unexpected given the major long term liabilities associated with
the tailings facility and waste dumps.

It
is understood that the closure fund has only accumulated 12 million to
date, so the remaining provision required is 88 million.  This
accumulated closure fund appears to be very low in proportion to the mine's
past production and profit. However, 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 feels is a best estimation at this time as the implementation of the
paste plant for tailings disposal should reduce overall closure costs for the
Cerro do Lobo dam.

Even
with adequate closure, in the long term it is likely that the Cerro do Lobo
tailings facility and the waste rock dumps will be a long term liability,
perhaps in perpetuity.  The continuing risk of acid generation and leaching
of this acid (with attendant heavy metals), which could threaten water
resources,

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will
always be present.  The location of the waste rock dumps, and particularly
the tailings dam, directly above the Oeiras River, means that maintenance,
inspections and monitoring will be required over the very long term.
 Treatment of the seepage water means that appropriate facilities might
need to be maintained for very many years.  The financial and management
extent of these liabilities should not be underestimated.

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.

EuroZinc
has prepared a Life of Mine Plan (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 is satisfied that the EuroZinc LOM Plan
has been 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
milllion) 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 NPVPre-Acquisition
      
      Post-AcquisitionDiscount
        Rate
      NPV
        US$M
      Purchase
        Price(1)
      NPV
        US$M(1)Base
        Case NPV
        Copper
        US$0.925/lb
        Exchange
        Rate US$1.1:1
      5%
      300.32
      160.00
      123.937%
      276.81
      160.00
      101.3210%
      246.64
      160.00
      72.3915%
      206.88
      160.00
      34.48


(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.

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

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.

Following
the acquisition of Neves Corvo, EuroZinc intends to adopt and follow the
EuroZinc LOM Plan.

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%).

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. Eighty-two 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 1.8 Mtpa 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 1.6 Mtpa 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 1.6 Mtpa to 1.8 Mtpa.

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

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"Accessability,
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 National Instrument 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.

The
Aljustrel Mining Lease is centred on 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 Pirites Alentejanas, SA 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.

The
Malhadinha Exploration Concession (19.24 km2) surrounds PA's Aljustrel Mining
Lease. The concession covers the Estacao massive sulphide deposit and similar
stratigraphy that hosts the massive sulphide deposits at Aljustrel. The
concession contract was granted by the Instituto Geologico e Mineiro  "IGM"
(now DGGE) to the consortium formed between AGC and Exmin on the 1st of
October 1999. The original contract was granted for a period of two years with
the possibility for three 1-year extensions upon reduction of the total area by
50% after each extension. The concession is now on its 5th and final year, and
is due to expire on September 30, 2004. The concession is now owned 100% by PA.
The company is currently in the process of applying for a new concession area
with the government of Portugal to replace the Malhadinha concession.

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 175km 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.

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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.

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.

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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.

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 Auspex Minerals Ltd. and
International Vestor Resources Ltd., 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

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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.

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 Iberian Pyrite Belt. 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.

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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 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.

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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 (15,086m 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 (980m 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.
- 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

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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 2.0m 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.

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 2m intervals, except at geological
    contacts where the sample may be less than 2m.
- Company
    technicians, using a hydraulic saw, would cut two lines on the face spaced
    about 4cm apart and about 4cm 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

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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:

[aif002.jpg]

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

[aif004.jpg]

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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
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.

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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.
- 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

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

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
      0.79Indicated
      14.48
      6.03
      0.21
      1.86
      68.16
      0.75Total
      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.

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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




Measured
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
      54.14Indicated
      2.61
      4.84
      0.53
      1.88
      55.04Total
      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
      20.33Indicated
      1.79
      1.61
      1.96
      0.65
      26.74Total
      2.05
      1.57
      1.94
      0.62
      25.92


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.

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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


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,

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- 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
    10m to over 40m with an average of approximately 25m. The dip of the ore
    bodies varies from 40o to 60o with an average of 55o.
- 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 3m 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 2 Mtpa; the planned production rate is
    1.8 Mtpa, 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.

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

- The
    maximum level interval will be 60m and the average will be 40m. The stopes
    will be 20m 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
    3m "skin" of massive sulphide.
- Drilling
    from the fully silled level will consist of down-hole, top-hammer, drills
    with 115mm diameter holes drilled in a parallel pattern.
- Where
    the level is over 40m, up-hole, top-hammer, drilling with 76-89mm 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
    250m.

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
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 2.15 Mt) 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 8m 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.

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The
current Mine Schedule shows a life of mine of 10 years based on an average
annual production rate of 1.8 Mtpa (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 1.15 Mtpa 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.

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. Letters of Intent have been signed with a number of
international smelters for the majority of the concentrate. It is not felt that
placement of the remaining volumes 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

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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.
- Operational
    permits are in place.

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.

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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.

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$86million.  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$70million. 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

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ounce
for silver.  The Aljustrel Life of Mine Plan demonstrates a positive net
present value of US$56.8million 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,
- 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, by which time the acquisition of Neves Corvo should also be complete.
Once the acquisition of Neves Corvo is 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, if successfully
acquired, and Aljustrel.

The
costs of maintaining the Malhadinha concession, which includes the Estacao
concession, are relatively minimal annual work commitments. As market conditions
permit, the exploration budget could be increased to allow for drilling to
extend the Estacao deposit and to test other gravity targets on the
concession.

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RISK
FACTORS

In
addition to those risk factors discussed elsewhere in this AIF, EuroZinc is
subject to the following risk factors:

Lack
of Revenue From Operations

To
date, the Company has had no revenue from operations and there is no certainty
that the Company will produce revenue, operate profitably or provide a return on
investment in the future.

History
of Net Losses; Uncertainty of Additional Financing

The
Company and its Predecessor Companies have incurred, on a consolidated basis,
losses since inception.  The Company does not currently have sufficient
financial resources to undertake by itself all of its planned exploration and
development programs or to complete the acquisition of the Neves Corvo Mine.
 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 ability of the Company to continue as a going
concern is dependent upon obtaining the necessary financing to ensure that the
Company is able to meet its liabilities and commitments as they come due and to
develop and maintain profitable operations.  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.

Completion
of the Acquisition of Neves Corvo

In
order to complete the acquisition of Neves Corvo, the Company must pay a total
price of 128 million Euros within 90 days of the date of the Definitive
Agreements and will be obligated to settle certain outstanding debts and
shareholder loans of Somincor totalling 27.6 million Euros on closing the
acquisition.  It is anticipated that the financings completed between
December 2003 and April 2004 together with the Debt Facility will provide
sufficient funds to complete the acquisition.  However, if the Debt
Facility is not completed or should the Company fail to deliver an Escrow
Release Certificate on or before June 2, 2004 and special warrant holders elect
to receive repayment of their special warrant subscription funds, the Company
may not be able to complete the acquisition of Neves Corvo (see "General
Development of the Business - Three-Year History").

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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Foreign
Currency Fluctuations

The
Company's current and proposed operations in Portugal render it subject to
foreign currency fluctuations, which may materially affect its financial
position and results.  For example, zinc is 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 does expect to engage in currency hedging to offset
any risk of currency fluctuations.

The
most important exchange rate for the Company is currently the rate between the
Canadian dollar and the Euro. While the Company is funding work in Portugal, the
Company's results could be impaired if the Canadian 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.  If the Company commences production in Portugal and
starts to 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.

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

Operations/Environmental
Risks

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 significant 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 100million.  As the closure fund has only
accumulated 12 million to date, an additional 88 million will need to be
raised.

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Insurance
Risk

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 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, 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 if successfully acquired 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.

Exploration
Risks

Mineral
exploration is highly speculative in nature, involves many risks and frequently
is not productive. There can be no assurance that our mineral exploration
efforts will be successful. Success in identifying and increasing mineralized
material and converting such mineralized material to reserves is the result of a
number of factors, including the quality of a company's management, its level
of geological and technical expertise, the quality of land available for
exploration and other factors. Once mineral resources are discovered, it may
take many years in the initial phases of drilling until production is possible,
during which time the economic feasibility of production may change. Substantial
expenditures are required to establish mineralized material and proven and
probable reserves through drilling, to determine the optimal metallurgical
process to extract metals from the ore and to construct mining and processing
facilities and related access, transportation, power and fuel infrastructures,
particularly in environmentally sensitive locations. As a result of these
uncertainties, no assurance can be given that current or future exploration
programs will be successful.

Development
projects have no operating history by the Company upon which to base estimates
of future cash operating costs. Particularly for development projects, estimates
of mineral resources and proven and probable reserves and cash operating costs
are, to a large extent, based upon the interpretation of geological data
obtained from drill holes and other sampling techniques, feasibility studies
which derive estimates of cash operating costs based upon anticipated tonnage
and grades of ore to be mined and processed, the configuration of the ore body,
expected recovery rates of minerals, estimated operating costs, anticipated
climatic conditions and other factors. As a result, it is possible that actual
cash operating costs and economic returns will differ significantly from those
estimated for a project prior to production.

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It
is not unusual in new mining operations to experience unexpected problems during
the start-up phase, and delays often can occur in the commencement of
production.

Possible
Loss of Interests in Exploration and Development Properties

The
Company risks losing interests in its exploration and development properties if
it does not meet funding and other ongoing requirements in connection with these
properties. In the case of the Company's remaining exploration property,
Malhadinha, the Company must expend certain minimum amounts on the exploration
of the property.  In the case of the Neves Corvo Project, to successfully
acquire such project the Company will need debt financing of approximately
US$100 million.  If the acquisition is completed and the Debt Facility is
finalized and utilized, the Company will need to service and maintain such Debt
Facility in good standing or risk having the lenders taking enforcement measures
which may include steps to execute or obtain recovery against the Company's
assets.  In the case of the Company's development property, the Aljustrel
Project, the Company must continue to fund the payroll and maintenance costs of
the operating company that controls the mining lease and its associated
facilities, arrange the project financing for the estimated capital costs to
resume production of US$86 million, and pay approximately
US$34 million in outstanding debt from the proceeds from production from
the mine.  Although the Company does not currently anticipate being unable
to meet any expenditure commitments, if the Company fails to make expenditures
in a timely fashion or fails to maintain the operating company that owns the
Aljustrel Project, the Company may lose its interest in such properties.
 Further, even upon completion of exploration activities on a particular
property, the Company may not be able to obtain the necessary licenses to
conduct mining operations on that property, and thus would realize no benefit
from its exploration activities on the property.

Risks
Relating to 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 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 may be required to
compensate those suffering loss or damage by reason of its mineral exploration
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.

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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, if successfully acquired, 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 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 from Portugal is subject to withholding taxes of 15%.
 There can be no assurance that additional restrictions on earnings from
Portugal will not be imposed in the future.

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, Alvin Jackson (Chief
Operating Officer and President), James Drake (General Manager, Aljustrel), Ken
Lowe (Vice-President, Comptroller and Assistant General Manager, Aljustrel) and
Adriano Barros (Managing Director - Portugal operations).  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. Lowe and Mr. Barros, as well as Ronald Ewing (Executive Vice
President, Chief Financial Officer and Secretary), 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.

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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.

Risk
That Company Could be Treated as a Passive Foreign Investment Company for U.S.
Tax Purposes

The
Company believes that each of its predecessor entities, Auspex and Vestor, may
have at times in the past been considered a passive foreign investment company ("PFIC")
for U.S. tax purposes, and it is possible that the Company may itself be
considered a PFIC.  U.S. stockholders owning shares of a PFIC can be
subject to adverse tax consequences.  In general, the Company would be
considered a PFIC if:  75% or more of its gross income in a taxable year is
passive income such as dividends and interest; or, the average percentage of the
Company's assets (by value) during the taxable year which produce passive
income or which are held for production of same is at least 50%.  A U.S.
stockholder owning shares of a PFIC, who does not make certain elections for tax
purposes, is subject to an additional tax and to an interest charge based on the
value of deferral of tax for the period during which the common shares of the
PFIC are owned.  Also, gain realized on the disposition of common shares of
the PFIC would be treated as ordinary income rather than capital gain.  If
U.S. stockholders are subject to adverse tax consequences related to their
ownership of the Company's stock, they might be less willing to acquire the
stock, which could result in reduced market activity and liquidity for the
stock.

SELECTED
CONSOLIDATED FINANCIAL INFORMATION

Annual
Information

The
following selected financial data with respect to the Company's financial
condition and results of operations has been derived from the audited
consolidated financial statements of the Company for the fiscal years ended
December 31, 2003, 2002 and 2001, which have been prepared in accordance
with accounting principles generally accepted in Canada.  The selected
financial data should be read in conjunction with those financial statements ("Financial
Statements") and the notes thereto ("Notes").

Fiscal
        Years Ended December 312003
        $
      2002
        $
      2001
        $Total
        Non-Operating Income, Gains
      273,628
      256,958
      25,245Income
        from Operations
      N/A
      N/A
      N/AEarnings
        from Operations Per Share
      N/A
      N/A
      N/ANet
        (Loss)
      (880,892)
      (6,523,281)
      (3,172,986)Net
        (Loss) Per Share
      (0.01)
      (0.10)
      (0.05)Total
        Assets
      53,864,790
      39,886,922
      35,615,628Total
        Long Term Liabilities(1)
      18,649,169
      24,424,183
      16,760,404


Notes:

(1)

Long
term liabilities of  $17,980,661 (2002 - $17,301,513; 2001 - $13,912,370)
become payable at various times only after the commencement of commercial
production of the Aljustrel project as detailed in Note 8 of the Financial
Statements for the year ended December 31, 2003.



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Dividends

There
are no restrictions which prevent the Company from paying dividends.  The
Company has not paid any dividends in the last five 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.

MANAGEMENT'S
DISCUSSION AND ANALYSIS

Overview

The
following discussion and analysis of the operating results, as well as the
liquidity and capital resources of the Company contains financial information
from and should be read in conjunction with the Financial Statements and the
Notes and schedules attached thereto. Significant accounting policies are set
out in Note 2 of the Financial Statements.



The
Company is a mine development and mineral exploration company. The Company's
primary focus in 2003 (and since 1998) was the Aljustrel zinc mine in Portugal,
which the Company acquired in December 2001. The mine continued to be on care
and maintenance through 2003, although with the recent dramatic increase in the
price of zinc, steps have been taken since year-end to start the process of
bringing the mine into production. Throughout 2003 and subsequent to year-end,
the Company also expended considerable time and effort toward the acquisition of
the Neves Corvo copper mine, which is also located in Portugal and is in
operation. EuroZinc's offer to acquire the mine was formally accepted by the
current owners in February 2004.



The
Company was also able to significantly strengthen its balance sheet in 2003. A
total of approximately $8.7 million, net of costs, was raised in December 2003
through a private placement. Concurrently, US$12,659,235 of convertible debt was
converted into equity of the Company. A stronger balance sheet was an important
factor in the success of the bid for the Neves Corvo mine, and it also helped to
raise additional equity financing subsequent to year-end.



Aljustrel
Zinc Mine

The
Company owns the Aljustrel mine through its Portuguese operating company, PA.
 The Company acquired a 75.6% interest in PA in December of 2001 after
completing a positive feasibility study in June 2000 for putting the Aljustrel
mine into production; the study was updated in February 2001. The Company
re-organized the capital structure of PA in 2002, which resulted in the Company's
ownership of PA increasing to 99.6%.   However, a production decision
was deferred awaiting a recovery in the price of zinc. At the end of 2003 the
price of zinc reached US$0.45 per pound for the first time since March 2001
(recovering from a low of approximately US$0.32 per pound), and subsequent to
year-end, the Company started the detailed engineering required to upgrade the
Aljustrel mill.  It is anticipated that the mill will be ready to receive
zinc ore from both the Moinho deposit at Aljustrel and from Neves Corvo by the
second half of 2005, subject to financing. The current estimate of the capital
expenditures required to upgrade the mill is approximately US$22 million. Full
development of the Feitais deposit and additional facilities will add
approximately another US$25 million to that total (net of European Union grants
and interest-free loans, and anticipated cash flow from operations at the Moinho
deposit).

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Neves
Corvo Copper Mine

Although
the tender process for the sale of the Neves Corvo mine was not formally
announced until November 18, 2003, EuroZinc initiated its own informal due
diligence of the mine and the potential synergies with the Aljustrel mine early
in 2003. As a result, the Company was relatively well prepared once the tender
process was announced in November 2003. Formal due diligence was carried out in
December 2003 and a bid was submitted, as required, by January 18, 2004. On
February 23, 2004, EDM (51% owner) and RTZ (49% owner) announced that EuroZinc
was the winning bidder for the mine. On March 4, 2004, the Definitive Agreements
were signed and the Company paid the required non-refundable deposit of 10
million Euros (to be applied against the purchase price of 128 million Euros).
The purchase of the mine is scheduled to close by June 2, 2004. As of December
31, 2003 the Company had incurred $1,076,923 in costs, largely for professional
and consulting fees and travel, related to the acquisition of Neves Corvo.



Under
the terms of the Definitive Agreements, EuroZinc will pay 128 million Euros for
all of the issued and outstanding shares of Somincor, the Portuguese company
that owns the Neves Corvo mine. The Company will also assume all the liabilities
of Somincor, and as of the 2003 year-end there were 27.6 million Euros in loans
to be retired upon the change of ownership. However, it is important to note
that cash generated from the operation of the mine---which could be used to pay
down debt---must remain in Somincor up to and including the date of closing of
the acquisition. Finally, under a "price participation" clause in the
Definitive Agreements, for a period of four years, EDM and RTZ will share
equally with the Company, the marginal revenue from the sale of copper when the
average price of copper, calculated quarterly, exceeds US$0.90 per pound for
year one and US$0.95 per pound for years two, three and four.



Neves
Corvo is an underground mine located 40 kilometers from the Aljustel mine and
has been a significant producer of copper since opening in 1989. Since its
opening, the mine has produced a total of approximately 1.8 million tonnes of
copper metal; in year 2003 it produced approximately 80,000 tonnes of copper
metal.  The current plan for the mine allows for another fifteen years of
production, but it is expected that production can be extended beyond that time
with additional drilling.



Quarterly
Information

Quarter
        ending
      Non-Operating
        Income, Gains $
      Income
        from Operations
      Earnings
        from Operations per Share(1)
      Net
        Gain (Loss) $
      Earnings
        (Loss) per Share(1)$Dec.
        31, 2003
      229,935
      N/A
      N/A
      (1,479,038)
      (0.02)Sept.
        30, 2003
      (2,483)
      N/A
      N/A
      (1,088,864)
      (0.02)June
        30, 2003
      45,372
      N/A
      N/A
      794,683
      0.01March
        31, 2003
      804
      N/A
      N/A
      892,327
      0.01Dec.
        31, 2002
      111,577
      N/A
      N/A
      (5,180,875)
      (0.07)Sept.
        30, 2002
      0
      N/A
      N/A
      (536,554)
      (0.01)June
        30, 2002
      10,726
      N/A
      N/A
      (544,602)
      (0.01)March
        31, 2002
      134,655
      N/A
      N/A
      (261,250)
      (0.01)


-
50 -



---







Notes:



(1)
 Loss per share on a fully diluted basis has not been shown as it is anti-dilutive.

Results
of Operations

Net
loss for 2003 decreased by $5,642,389 to $880,892 ($0.01 per share) for the year
as compared to a net loss of $6,523,281 ($0.10 per share) in 2002. The decreased
loss was due mainly to a foreign exchange gain of $2,569,458, and a $255,697
decrease in interest expense related to the accretion of convertible loans and
long-term payables.

Development
and Exploration Activities

Capitalized
development costs incurred in 2003 were comparable to 2002---a total of
$4,428,277 in 2003, compared to a total of $4,487,886 incurred in 2002---as a
result of the care and maintenance status of the Aljustrel mine, which accounted
for $4,421,492 of the 2003 total.  Wages for the approximately eighty-two
employees employed by PA, which are the most significant cost associated with
the maintenance of the facility, increased slightly from $1,476,928 in 2002 to
$1,660,071 in 2003 as a result of a small wage increase for unionized employees
awarded at the end of 2002. All other categories of expenditures for the
maintenance of the Aljustrel mine in 2003 did not vary by a material amount from
the expenditure levels of 2002. It is expected, however, that development
expenditures for Aljustrel will increase significantly in 2004 as work begins,
subject to financing, on the approximately US$22 million in upgrades required
for the mill.



Operating
and Administration Expenses

Operating
and administration expenses totalled $3,723,978 (after cost recoveries) in 2003,
compared to a total of $4,073,262 in 2002. The decrease was due primarily to a
$255,697 decrease in the interest recorded on accretion of the Company's
convertible loans and long-term payables as a result of part of the loans having
been fully accreted in 2002. The interest expense related to the accretion of
convertible loans and long-term payables is intended to reflect the "financing"
cost of these debt instruments and bring their fair value to face value over the
term of the debt; it is not a cash expense. The actual interest expense
increased in 2003, even though interest rates were lower in the year, as a
result of the US$3,600,000 increase in the principal amount of the loan
facilities. Most other operating and administration expenses either remained
steady or decreased in 2003, as compared to the 2002 amounts, as staff levels
and administrative demands remained level. With the anticipated acquisition of
the Neves Corvo mine and the development of Aljustrel in 2004, it is expected
that operating and administration costs, like development costs, will increase
significantly.

Foreign
Exchange Gains and Losses

The
Company had a foreign exchange gain (unrealized) of $2,569,458 in 2003, as
compared to a $2,326,172 loss in 2002. The significant change is a result of the
Company's implementation of the new Canadian accounting standard on foreign
currency translation whereby foreign exchange gains and losses on long-term debt
associated with integrated foreign operations are no longer amortized over the
term of the debt, but are charged to earnings in the period they arise. The
revaluation of the convertible debt with the Resource Capital Funds at the time
the debt was converted to equity caused the large gain as a result of the
strength of the Canadian dollar relative to the U.S. dollar. Significant foreign
exchange gains and losses are likely to continue to occur in the future as a
result of the current volatility in exchanges rates between the Canadian dollar
and the U.S. dollar and the Euro. The Company does not yet have a hedging policy
to mitigate the impact of foreign currency fluctuations, but plans to implement
one once the

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51 -



---





acquisition
of Neves Corvo is complete. To date, the Company has adhered to a policy of
simply maintaining funds in the required currencies---to the greatest extent
possible---in the proportions historically expended to provide some protection
against currency fluctuations.



Liquidity
and Capital Resources

Operating
Cash Flow

The
total amount of cash used by the Company for its operating activities in 2003
was $927,056, after allowance for non-cash items and before changes to non-cash
working capital items, compared to a cash outflow of $1,876,000 in 2002. The
decrease in the 2003 total can be attributed to the smaller operating loss for
the year, even after allowing for the effect of the unrealized foreign exchange
gain. After allowing for changes in non-cash working capital accounts, the
operating cash outflow of $1,475,646 in 2003 was comparable to the 2002 total of
$1,504,521.

Investing
Activities

The
Company invested a total of $5,349,308 in 2003, of which $4,421,492 was again
related to the capitalized costs associated with the maintenance of the
Aljustrel mine. The annual investment required to maintain PA and the Aljustrel
mine has been significant for a company such as EuroZinc that is not currently
generating revenue from operations, but the Company has made the decision to
move ahead with planning and engineering required to bring the mine into
production as a result of the recent increase in the price of zinc and the
expectation that the price will maintain current levels or better for an
extended period of time. A total of $1,076,923 in costs related to the
acquisition of the Neves Corvo were also capitalized on the basis that the
Company was purchasing an operating mine.



Financing
Activities

Financing
activities totalled $12,045,517 during 2003. The Company raised a total of
$8,685,788, net of expenses, through a private placement in December 2003, and a
total of $991,000 from the exercise of share purchase warrants and stock
options. A total of $5,177,870 was also raised through a series of convertible
loan facilities negotiated with the Resource Capital Funds. These loans were
converted into common shares of the Company in December 2003, concurrent with
the private placement. Please refer to Notes 7(a) and (b) of the consolidated
financial statements for the conversion prices and exchange rates as they vary
based on the amounts and dates of the advances.



Subsequent
to year-end, the Company has closed two additional financings. The first
financing, closed on February 6, 2004, was a brokered private placement of
75,000,000 special warrants at a price of $0.40 per warrant for gross proceeds
of $30,000,000 (see Note 13(a)). A portion of the proceeds from the financing
was used for the 10 million Euro deposit required for the purchase of the Neves
Corvo mine. The second financing, closed on April 5thand 15th,
2004, was a brokered private placement of a total of 130,800,000 special
warrants at a price of $0.60 per warrant for gross proceeds of $78,480,000 (see
Note 13(c)). The proceeds from the financing are to be used for the acquisition
of the Neves Corvo mine.  Funds from the April 2004 financing are held in
escrow until the closing of the acquisition, scheduled for early June 2004.



Also
subsequent to year-end, on April 19, 2004, the Company accepted from SG and
Standard Bank the U.S.$100 million Debt Facility to provide part of the
financing for the acquisition of Neves Corvo.  As consideration for the
Debt Facility, the Company has agreed to pay to SG and Standard Bank an
aggregate of U.S.$2,250,000.  The Company is also subject to an agency fee
of $75,000 per annum and a commitment fee of 0.75% on available but undrawn
amounts of the Debt Facility.  The documentation

-
52 -



---





and
drawdown of the Debt Facility is expected to be completed by the end of May,
2004.  The Debt Facility will be repayable over eight years in semi-annual
instalments commencing on May 31, 2005, will bear an interest rate of 2.50% per
annum over U.S.$LIBOR during the first five years and 2.75% per annum over
U.S.$LIBOR during the remaining three years and may be repaid, in whole or in
part, without penalty, at any time.

Cash
Resources and Liquidity

As
of December 31, 2003, the Company had positive working capital of $8,050,229, as
compared to a working capital deficiency of $6,809,995 at December 31, 2002.The dramatic change in the Company's working capital position was a
result of the private placement completed in December 2003 and the conversion of
the outstanding convertible loans into equity. Proceeds of $2,790,000 from the
share subscription receivable related to the December 2003 private placement
were received in early January 2004. The proceeds from the subsequent two
private placements in 2004, for gross proceeds of $30 million and $78,480,000,
respectively, will provide the equity component of the financing required to
fund the 128 million Euro (approximately Cdn$ 208 million) purchase price of the
Neves Corvo mine. It is not anticipated that any additional equity financing
will be required for the acquisition.

Long-term
payables of $17,980,661 are all related to the purchase of EDM's interest in
PA, and are contingent on the Aljustrel mine going into production (see Note 8).
The Company currently has no other debt as a result of the conversion of the
convertible loans other than the Debt Facility of U.S.$100 million that is
expected to be utilized for the acquisition of Neves Corvo.

Outlook

EuroZinc
expects that with the closing of the acquisition of the Neves Corvo copper mine,
scheduled for early June 2004, the Company will become a significant revenue
producing mining company in 2004 and future years. The anticipated start-up of
Aljustrel, scheduled for mid-2005 (subject to financing), and the development of
the zinc resources at Neves Corvo, also scheduled for early 2005, will add
considerably to that revenue stream and will firmly establish EuroZinc as a
mid-tier mining company.  EuroZinc will still be subject to metal price
cycles and the volatility of foreign exchange rates---as are most mining
companies---but the Company will endeavour to do whatever it considers prudent
to manage the effects of factors out of its control. The scale of the Neves
Corvo and Aljustrel operations and the synergies to be gained by having the two
mines under common ownership will undoubtedly help the Company to do that.

MARKET
FOR SECURITIES

The
Company's Shares are traded on the TSX Venture Exchange under the symbol "EZM."



DIRECTORS
AND OFFICERS

Name,
Address, Occupation and Security Holding

The
name and municipality 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 Annual
Information Form is as follows:



-
53 -



---







Name,
        Position and
        Municipality of Residence(1)
      Principal
        Occupations Within Five Preceding   Years(1)
      Period
        of Service as a Director(2)J.E.
        (Ted) Fletcher(4)Chairman, and Director
        Richmond, B.C.
      Retired.
      Since
        September 1999Alvin
        W. Jackson(4)President, Chief Operating Officer and Director
        West Vancouver, B.C.
      President,
        Chief Operating Officer and Director of the Company; Self-employed
        Geological Consultant.
      Since
        April 1999Ronald
        EwingChief Financial Officer, Executive Vice President, Corporate
        Secretary
        Delta, B.C.
      Chief
        Financial Officer, Executive Vice-President and Corporate Secretary of
        the Company.
      N/AJohn
        Greig(3)Director
        Delta, B.C.
      Geologist.
      Since
        April 1999David
        F. Mullen(3) (4)Director
        Vancouver, B.C.
      Chief
        Executive Officer of HSBC Capital (Canada) Inc., a merchant banking
        company.
      Since
        April 1999Ryan
        Bennett(3) (4)Director
        Golden, Colorado
      Geologist
        and mining engineer; Vice President of  Resource Capital Fund, an
        investment fund focussing on mining and mineral exploration companies.
      Since
        April 1999Christian
        BueDirector
        Paris, France
      International
        Consultant; Doctor in Economics, Universite de Paris; Retired.
      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; Managing Director of Billiton Capital; Chief Executive - Merger & Acquisitions of Billiton Plc.
      Since
        October 2002Ronald
        S. Simkus
        Director
        Kamloops,
        British Columbia
      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
        Director
        New York, New York
      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 2004


Notes:

(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.



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 3,379,372 Common
Shares, representing 1.02% of the issued Common Shares.  Resource Capital
Funds and the directors and officers of EuroZinc hold a combined total of
170,949,906 Common Shares representing 51.48% of the issued Common Shares.

Audit
Committee

The
Audit Committee consists of Messrs. Greig, Mullen and Bennett.  The
mandate of the Audit Committee is to oversee our financial reporting
obligations, systems and disclosure and to act as a liaison between the board of
directors and our auditors.  The activities of the Audit Committee include:
reviewing annual financial statements, ensuring that internal controls over
accounting and financial systems are maintained and that accurate financial
information is disseminated to shareholders, reviewing the results of internal
and external audits and any change in accounting procedures or policies, and
evaluating the performance of our auditors.

Compensation
Committee

The
Compensation Committee consists of Messrs. Fletcher, Jackson, Mullen and
Bennett.  The compensation paid to the executive officers and employees or
consultants is reviewed annually.  All issues related to executive
compensation are submitted to the Compensation Committee for approval.

Corporate
Cease Trade Orders or Bankruptcies

None
of the directors or officers of the Company or shareholders holding enough
securities to materially affect the control of the Company, to our knowledge is,
or during the ten years preceding the date of this AIF has been, a director or
officer of any issuer that, while the person was acting in that capacity:

1.

was
the subject of a cease trade order or similar order that denied such issuer
access to any statutory exemptions under Canadian securities legislation for a
period of more than 30 consecutive days, or

-
54 -



---





2.

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 its assets.

Penalties
or Sanctions

None
of the directors or officers of the Company, or shareholders holding enough
securities to materially affect the control of the Company, has to our
knowledge, been subject to any penalties or sanctions imposed by a court
relating to Canadian securities legislation or by a Canadian securities
regulatory authority or has entered into a settlement agreement with a Canadian
securities regulatory authority or been subject to any other penalties or
sanctions imposed by a court or regulatory body that would likely be considered
important to a reasonable investor making an investment decision.

Personal
Bankruptcies

During
the ten years preceding the date of this AIF, none of the directors or officers
of the Company, or shareholders holding enough securities to materially affect
the control of the Company, or a personal holding company of any such person,
has, to our knowledge, 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 the assets of that individual.

Conflicts
of Interest

To
our knowledge, there are no existing or potential material conflicts of interest
between the Company or its subsidiaries and a director or officer of the Company
or its subsidiaries.

All
of our directors and officers have other business interests, and are directors
or officers of other resource companies.

ADDITIONAL
INFORMATION

Upon
request to the secretary of the Company at our corporate head office, we will
provide:

1.

when
the securities of the issuer are in the course of a distribution under a
preliminary short form prospectus or a short form prospectus:

(a)

one
copy of this AIF, together with one copy of any document, or the pertinent pages
of any document incorporated by reference in this AIF;

(b)

one
copy of the comparative financial statements for the year ended
December 31, 2003 together with the accompanying report of the auditor and
one copy of the most recent interim financial statements of the Company that
have been filed;

(c)

one
copy of the information circular of the Company in respect of its most recent
annual meeting of shareholders that involved the election of directors or one
copy of any annual filing prepared instead of that information circular, as
appropriate, and

(d)

one
copy of any other documents that are incorporated by reference into the
preliminary short form prospectus or the short form prospectus and are not
required to be provided under clauses (a), (b) or (c); or

-
55 -



---



2.

at
any other time, one copy of any documents referred to in 1(a), (b) or (c).

3.

additional
information, including directors' and officers' remuneration and
indebtedness, principal holders of our securities, options to purchase
securities and interests of insiders in material transactions, where applicable,
is contained in the information circular for our most recent annual meeting that
involved the election of directors, and that additional financial information is
provided in our comparative financial statements for our most recently completed
financial year.

-
56 -







---

Exhibit 2



EuroZinc
Mining Corporation



Years
ended December 31, 2003 and 2002



(Canadian
$)





Consolidated
Financial Statements





- Management's
    Responsibility for Financial Reporting
- Auditors'
    Report
- Comments
    by Auditors for U.S. Readers on Canada - U.S. Reporting Difference
- Consolidated
    Balance Sheets
- Consolidated
    Statements of Operations and Deficit
- Consolidated
    Statements of Cash Flows
- Notes
    to the Consolidated Financial Statements
- Schedule
    1 - Consolidated Operating and Administration Costs
- Schedule
    2 - Consolidated Deferred Acquisition and Exploration Expenses

---

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. When
alternative accounting methods exist, management has chosen those it considers
most appropriate in the circumstances.



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
Audit Committee of the Board of Directors, consisting of three members, has met
with management and the independent auditors to review the scope and results of
the annual audit, and to review the financial statements and related financial
reporting matters prior to submitting the financial statements to the Board for
approval.



The
Company's independent auditors, Watson Dauphinee & Masuch, Chartered
Accountants, were appointed by the shareholders to conduct an audit in
accordance with Canadian generally accepted auditing standards and their report
follows.







"Alvin
W. Jackson"

President
and Chief Operating Officer









"Ron
A. Ewing"

Vice-President
and Chief Financial Officer

---

Auditors'
Report







To
the Shareholders and Directors of:

EUROZINC
MINING CORPORATION





We
have audited the consolidated balance sheets of EuroZinc Mining Corporationas
at December 31, 2003 and 2002 and the consolidated statements of operations
and deficit and cash flows for the years 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 audits.



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



In
our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the company as at December 31, 2003
and 2002 and the results of its operations and its cash flows for the years then
ended in accordance with Canadian generally accepted accounting principles.











"Watson
Dauphinee & Masuch"

Chartered
Accountants



Vancouver,
B.C., Canada

March 05,
2004, except as to note 13(c)

which
is as of April 06, 2004









---





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 the financial
statements are affected by conditions and events that cast substantial doubt on
the Company's ability to continue as a going concern, such as those described
in Note 1 to the financial statements.  Our report to the directors dated
March 05, 2004, except as to note 13(c) which is as of April 06, 2004, is
expressed in accordance with Canadian reporting standards which do not permit a
reference to such events and conditions in the auditors' report when these are
adequately disclosed in the financial statements.











"Watson
Dauphinee & Masuch"

Chartered
Accountants



Vancouver,
B.C., Canada

March 05,
2004, except as to note 13(c)

which
is as of April 06, 2004



---

EUROZINC
MINING CORPORATION

Consolidated
Balance Sheets

As
at December 31, 2003 and 2002 (Canadian $)



2003
      2002$
      $ASSETSCURRENTCash
        and Cash Equivalents
      5,531,242
      310,679Accounts
        Receivable and Refundable Taxes
      1,358,913
      787,001Share
        Subscription Receivable (Note 9)
      2,790,000
      -Prepaid
        Expenses and Deposits
      101,304
      75,1379,781,459
  1,172,817Deferred
        Costs (Note 13(b))
      1,076,923
      -Mineral
        Properties (Note 4)
      34,977,683
      30,549,406Property,
        Plant and Equipment (Note 5)
      8,028,725
      8,164,69953,864,790
      39,886,922LIABILITIESCURRENTAccounts
        Payable and Accrued Liabilities
      1,507,164
      1,524,339Current
        Portion of Capital Lease Obligations
      6,708
      17,771Current
        Portion of Deferred Sales Contracts
      217,358
      199,177Convertible
        Loans (Note 7(a))
      -
      6,241,5251,731,230
      7,982,812Capital
        Lease Obligations
      16,435
      24,513Deferred
        Sales Contracts (Note 6)
      652,073
      597,530Convertible
        Loans (Note 7(b))
      -
      6,500,627Long-Term
        Liabilities (Note 8)
      17,980,661
      17,301,51320,380,399
      32,406,995SHAREHOLDERS'
        EQUITYShare
        Capital (Note 9)
      63,961,650
      32,958,583Equity
        Component of Convertible Loans (Note 7)
      -
      4,117,711Deficit
      (30,477,259)
      (29,596,367)33,484,391
  7,479,92753,864,790
      39,886,922Nature
        of Operations (Note 1)Commitments
        and Contingent Liabilities (Notes 3 and 4)Subsequent
        Events (Note 13)




Approved
by the Directors:





Director

Director





---

EUROZINC
MINING CORPORATION

Consolidated
Statements of Operations and Deficit

For
the Years Ended December 31, 2003 and 2002 (Canadian $)



2003
      2002$
      $OPERATING
        EXPENSESOperating
        and Administration Costs (Schedule 1)
      
      3,723,978
      4,073,262(Gain)
        on Disposal of Property and Equipment
      
      (195,458)
      (252,561)Write-off
        Mineral Properties
      
      -
      -LOSS
        BEFORE OTHER ITEMS
      
      3,528,520
      3,820,701Interest
        Income
      
      (863)
      (4,397)Government
        Grants
      
      (77,307)
      -Reorganization
        Costs (Note 3(a))
      
      -
      380,805Foreign
        Exchange (Gain) Loss
      
      (2,569,458)
      2,326,172NET
        LOSS FOR THE YEAR
      
      880,892
      6,523,281Deficit,
        Beginning of the Year
      
      29,596,367
      22,940,318Adjustment
        Loss on Adoption of New Accounting Standardfor
        Foreign Currency Translation (Note 2(d))
      
      -
      132,768DEFICIT,
        END OF THE YEAR
      
      30,477,259
      29,596,367Basic
        Loss Per Share (Note 2(g))
      
      (0.01)
      (0.10)Weighted
        Average Number of Shares Outstanding
      
      78,449,367
      67,120,598








---

EUROZINC
MINING CORPORATION

Consolidated
Statements of Cash Flows

For
the Years Ended December 31, 2003 and 2002 (Canadian $)

2003
      2002$
      $CASH
        WAS PROVIDED FROM, UTILIZED (FOR):OPERATING
        ACTIVITIESNet
        (Loss) for the Year
      
      (880,892)
      (6,523,281)Non-Cash
        Items:Amortization
        of Property, Plant and Equipment
      
      127,277
      154,314Amortization
        of Deferred Financing Costs
      
      -
      15,743Bad
        Debt Expense
      
      6,060
      -Common
        Shares Issued for Interest Expense
      
      523,809
      115,131Interest
        Accretion of Convertible Loans and Long-Term
        Liabilities
      
      1,896,941
      2,152,638Unrealized
        Foreign Exchange (Gain) Loss
      
      (2,404,793)
      2,462,016(Gain)
        on Disposal of Property and Equipment
      
      (195,458)
      (252,561)Write-Off
        Deferred Exploration Expenditures
      
      -
      -(927,056)
      (1,876,000)Changes
        in Non-Cash Working Capital AccountsAccounts
        Receivable and Refundable Taxes
      
      (577,972)
      (274,638)Prepaid
        Expenses and Deposits
      
      (26,167)
      63,033Accounts
        Payable and Accrued Liabilities
      
      (17,175)
      583,084Deferred
        Sales Contracts
      
      72,724
      -(1,475,646)
      (1,504,521)INVESTING
        ACTIVITIESProceeds
        from Sale (Acquisition) of Property, Plant and
        Equipment
      
      155,892
      (6,572)Mineral
        Property Expenditures
      
      (4,428,277)
      (4,487,886)Acquisition
        of PA, net of $405,085 cash acquired
      
      -
      -Deferred
        Costs
      
      (1,076,923)
      -(5,349,308)
      (4,494,458)FINANCING
        ACTIVITIESShares
        Issued for Cash, Net of Costs
      
      9,676,788
      1,008,370Share
        Subscription Receivable
      
      (2,790,000)
      -Capital
        Lease Payments
      
      (19,141)
      (16,463)Convertible
        Loan Proceeds
      
      5,177,870
      4,613,64512,045,517
      5,605,552Increase
        (Decrease) in Cash and Cash Equivalents
      
      5,220,563
      (393,427)Cash
        and Cash Equivalents, Beginning of the Year
      
      310,679
      704,106Cash
        and Cash Equivalents, End of the Year
      
      5,531,242
      310,679








---



EUROZINC
MINING CORPORATION

Consolidated
Statements of Cash Flows

For
the Years Ended December 31, 2003 and 2002 (Canadian $)



|                                                          |  | 2003       | 2002   
|--------------------------------------------------------- |  | ---------- | -------
|                                                          |  | $          | $      
|                                                          |  |            |        
|SUPPLEMENTARY
      DISCLOSURE                            |  |            |        
|                                                          |  |            |        
|NON-CASH
      INVESTING AND FINANCING ACTIVITIES         |  |            |        
|                                                          |  |            |        
|Common
      Shares Issued for Mineral Property           |  | -          | -      
|Long-Term
      Liabilities Issued for Mineral Property   |  | -          | -      
|Common
      Shares Issued for Interest Payable           |  | 523,809    | 115,131
|Common
      Shares Issued for Convertible Loans (Note 7) |  | 15,568,075 | -      





---

EUROZINC
MINING CORPORATION

Notes
to the Consolidated Financial Statements

For
the Years Ended December 31, 2003 and 2002 (Canadian $)





NOTE
1 - NATURE AND CONTINUANCE OF OPERATIONS



EuroZinc
Mining Corporation ("the Company") was formed on April 21, 1999 under the
laws of the Province of British Columbia.  These financial statements are
prepared on the basis that the Company will continue as a going concern, which
assumes that the Company will be able to realize its assets and discharge its
liabilities in the normal course of operations.



The
Company has incurred significant losses to date and has been reliant on external
debt and equity financing.  Also, the recoverability of amounts capitalized
for mineral properties is dependent upon the existence of economically
recoverable reserves, the ability of the Company to arrange appropriate
financing to complete the development of the properties, and upon future
profitable operation.



The
ability of the Company to continue as a going concern is dependent upon
obtaining the necessary financing to ensure that the Company is able to meet its
liabilities and commitments as they come due and to develop and maintain
profitable operations.  There can be no assurance that continued financing
will be available to the Company.  These consolidated financial statements
do not reflect any adjustments to the amounts and classifications of assets and
liabilities which would be necessary should the Company be unable to continue
operations.





NOTE
2 - SIGNIFICANT ACCOUNTING POLICIES



These
consolidated financial statements are prepared using Canadian generally accepted
accounting principles, as summarized below.



(a)

Consolidated
Financial Statements



These
financial statements have been prepared on a consolidated basis and include the
assets, liabilities and operations of EuroZinc Mining Corporation, its 100%
owned U.S. subsidiary, N.P.R. (U.S.) Inc., and its Portuguese subsidiaries, 100%
owned Portuglobal-Exploracoes Mineiras, Lda., AGC Minas de Portugal, SGPS,
Unipessoal, Lda., AGC Minas de Portugal, Unipessoal, Lda., and its 99.6% owned
Pirites Alentejanas, S.A.  All material intercompany balances and
transactions have been eliminated.



(b)

Mineral
Properties and Depletion



The
amounts shown for mineral properties represent acquisition and exploration
costs, less recoveries, incurred to date and do not necessarily reflect present
or future values.  The Company capitalizes all acquisition, exploration and
development costs on a property-by-property basis.



Mineral
property sales proceeds or option payments received for exploration rights are
treated as cost recoveries.  They are credited first to the cost of mineral
properties, and second, to deferred exploration costs with any remaining balance
being credited to operations during the year received.

---

EUROZINC
MINING CORPORATION

Notes
to the Consolidated Financial Statements

For
the Years Ended December 31, 2003 and 2002 (Canadian $)





NOTE
2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



(b)

Mineral
Properties and Depletion (Continued)



Management
periodically reviews the carrying value of its investments in mineral properties
with internal and external mining related professionals.  A decision to
abandon, reduce or expand a specific project is based upon many factors
including general and specific assessments of mineral reserves, anticipated
future mineral prices, the anticipated future costs of exploring, developing and
operating a producing mine, the expiration term and ongoing expenses of
maintaining leased mineral properties and the likelihood that the Company will
continue exploration.  The Company does not set a predetermined holding
period for properties without proven reserves; however, properties which have
not demonstrated suitable mineral concentrations at the conclusion of each phase
of an exploration program are re-evaluated to determine if future exploration is
warranted and their carrying values are appropriate.  If a mineral property
is abandoned or it is determined that its carrying value cannot be supported by
future production or sale, the related costs are charged against operations in
the year of abandonment or in the year of determination of value.



If
there has been a delay in exploration activity that extends beyond three years,
the Company writes off any exploration or acquisition costs related to that
property unless persuasive evidence exists to the contrary to support the
carrying value as being recoverable.



The
accumulated costs of properties that are developed to the stage of commercial
production will be amortized to operations by unit-of-production depletion.



(c)

Property,
Plant and Equipment



Property,
plant and equipment are recorded at cost and are amortized using the following
methods and rates:



Office Equipment
      Declining Balance
      20% - 30% per
        AnnumMining Equipment
      Straight-Line
      8 - 10 YearsVehicles
      Straight-Line
      5 YearsMining Camp Equipment
      Straight-Line
      3 YearsComputer Software
      Straight-Line
      2 YearsBuildings and Equipment
      Straight-Line
      8 - 10 YearsPower Transmission and
        Distribution System
      Straight-Line
      8 - 10 Years




Property,
plant and equipment that are currently not in use or that are under development
will not be amortized until such assets are put into use.



(d)

Foreign
Currency Translation



The
Company's functional currency is the Canadian dollar.  The accounts of
integrated foreign operations, which are initially recorded in United States
dollars and European Euros, have been translated into Canadian dollars as
follows:



Monetary Items
      At the exchange rate
        prevailing at the balance sheet dateNon-Monetary Items
      At historical ratesRevenue and Expense Items
      At the average exchange rate
        for the month




Amortization
of assets translated at historical exchange rates is translated at the same
exchange rates as the assets to which they relate.



---

EUROZINC
MINING CORPORATION

Notes
to the Consolidated Financial Statements

For
the Years Ended December 31, 2003 and 2002 (Canadian $)





NOTE
2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



(d)

Foreign
Currency Translation (Continued)



All
foreign exchange gains or losses are recognized in current operations.



Effective
January 01, 2002, the Company adopted the new accounting standard recommended by
the Canadian Institute of Chartered Accountants ("CICA") for the translation
of foreign currencies.  Foreign exchange gains and losses on long-term debt
are no longer amortized over the term of the debt, but are charged to earnings
in the period they arise.  The Company recorded an adjustment to increase
the 2002 opening deficit by $132,768, this amount being the unamortized foreign
exchange loss on long-term debt as at December 31, 2001.



(e)

Use
of Estimates



The
preparation of financial statements in conformity with Canadian generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period.  Significant areas requiring the use
of management estimates include the assessment of recoverability of mineral
properties and property, plant and equipment, the determination of the
amortization period of property, plant and equipment, the estimated amount of
accrued liabilities and long-term liabilities, the determination of tax bases in
foreign jurisdictions, and the determination of the equity component of the
convertible loans.  Actual results may differ from these estimates.



(f)

Share
Capital



The
Company records proceeds from share issuances net of commissions and issue
costs.  Shares issued for other than cash consideration are valued at the
quoted price on the TSX Venture Exchange on the date the agreement to issue the
shares is reached.



Shares
to be issued which are contingent upon future events or actions are recorded by
the Company when it is reasonably determinable that the shares will be issued.



The
Company has a share option plan which is described in note 9.  Under this
option plan, shares may not be acquired for less than their market price at the
date of grant; accordingly, no compensation expense is recorded on the granting
of options under this plan.  Any consideration paid by option holders on
the exercise of stock options is credited to share capital.



Effective
January 01, 2002, the Company adopted the new CICA accounting standard for
stock-based compensation and other stock-based payments which requires that all
stock-based awards granted to non-employees be accounted for using the fair
value method.  As allowed by this accounting standard, the Company has
elected to continue its current policy of not recording any compensation expense
on the granting of stock options to employees and directors as the exercise
price of the options are not less than the market price at the date of grant.
 Pro forma disclosure of the compensation expense which would have been
recorded under the fair value method is disclosed in note 9.

---

EUROZINC
MINING CORPORATION

Notes
to the Consolidated Financial Statements

For
the Years Ended December 31, 2003 and 2002 (Canadian $)





NOTE
2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



(g)

Loss
per Common Share



Basic
loss per share is calculated by dividing loss available to common shareholders
by the weighted average number of common shares outstanding in the period.
 For all periods presented, loss available to common shareholders is equal
to the reported loss.  Because the Company is reporting a net loss, fully
diluted loss per share is not calculated or presented on the consolidated
statements of operations and deficit as the issuance of shares on conversion of
convertible loans or the exercise of share purchase options and warrants would
be anti-dilutive.



(h)

Financial
Instruments



The
carrying amount of cash and cash equivalents, accounts receivable and refundable
taxes, share subscription receivable, accounts payable and accrued liabilities,
capital lease obligations and convertible loans approximates their fair value
because of the short term to maturity of these instruments.  The fair value
of long-term liabilities is estimated to approximate their carrying values as
they reflect current interest rates applicable to the Company.



(i)

Convertible
Loans



Convertible
loans are recorded in part as debt and in part as shareholders' equity.
 The Company uses both the "residual valuation of equity component"
and/or the "option pricing model valuation of equity component" to determine
the debt and equity components of the convertible loans.



Under
the residual valuation method, the debt component is determined by estimating
the present value of the future cash payments discounted at a rate of interest
which the Company would be charged by the market for similar debt without the
conversion option.  The difference between the proceeds of the loan and the
debt component is recorded as the equity component.



Under
the option pricing model, the debt component is determined as under the residual
valuation method, while the equity component is determined by using the Black-Scholes
option pricing model.  The debt and equity components are then adjusted on
a pro rata basis such that their total equals the proceeds of the loan.



Under
both methods, the debt components are accreted to their face value at maturity
through a charge to interest expense over the term of the convertible loan.



(j)

Deferred
Costs



Deferred
costs consist of direct costs related to the acquisition of new businesses and
companies.  Once the acquisition is completed, these costs are transferred
to and included with the purchase cost.  In the event the acquisition is
not completed, these costs are charged to operations in the year of
determination.



(k)

Foreign
Currency Risk



The
Company operates internationally which gives rise to the risk that cash flows
may be adversely impacted by exchange rate fluctuations.  The Company has
not entered into foreign currency contracts to hedge its risk against foreign
currency fluctuations.

---

EUROZINC
MINING CORPORATION

Notes
to the Consolidated Financial Statements

For
the Years Ended December 31, 2003 and 2002 (Canadian $)





NOTE
2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



(l)

Income
Taxes



The
Company uses the asset and liability method of accounting for income taxes.
 Under the asset and 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.





NOTE
3 - ACQUISITIONS



(a)

Pirites
Alentejanas, S.A.



On
December 20, 2001, the Company acquired 75.6% of the issued and outstanding
shares of Pirites Alentejanas, S.A. ("PA") from Empresa de Desenvolvimento
Mineiro, SGPS, S.A. ("EDM").  The main asset of PA is the Aljustrel
zinc project, located in Aljustrel, Portugal.  The project includes a
mining lease encompassing four sulphide deposits: St. Joao, Moinho, Algares, and
Feitais, a fully developed mine and related mining facilities.  Under the
terms of the purchase agreement, the aggregate face value of the purchase price
was, using the exchange rate at December 31, 2001, $20,940,000 (14,798,000
Euros).  $1,945,735 (1,375,000 Euros) was paid on signing of the purchase
agreement with the balance of $18,994,265 (13,423,000 Euros) (note 8) payable as
follows:



$6,544,745
(4,625,000 Euros), bearing interest at the London Interbank Borrowing Rate ("LIBOR")
and compounded annually, is payable (principal and interest) in annual
installments of $2,516,624 (1,750,000 Euros) beginning twelve months after the
commencement of production of the Feitais deposit; and



$12,449,520
(8,798,000 Euros), non-interest bearing, is payable, twelve months after the
final payment of the $6,544,745 (4,625,000 Euros) amount, in four equal annual
installments of $3,114,404 (2,199,500 Euros) and only while production of the
Aljustrel project continues.



In
addition, the Company is committed to pay to EDM $24,065,000 (16,965,000 Euros)
under the terms of a "price participation" clause.  The "price
participation", which the Company 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
per pound of zinc in excess of US$0.55, whenever the annual zinc settlement
price averages over US$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 US$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.

---

EUROZINC
MINING CORPORATION

Notes
to the Consolidated Financial Statements

For
the Years Ended December 31, 2003 and 2002 (Canadian $)





NOTE
3 - ACQUISITIONS (CONTINUED)



(a)

Pirites
Alentejanas, S.A. (Continued)



The
transaction has been accounted for as a purchase and the assets acquired and the
liabilities assumed were recorded at management's best estimate of fair value.
 The results of operations of PA have been included in the Company's
consolidated financial statements as of the date of acquisition.  The
long-term liabilities associated with the purchase price have been discounted
and recorded at their estimated fair (present) value (note 8).  These
liabilities will be accreted to their face value over the estimated term of the
long-term liabilities through a charge to interest expense.



The
following table summarizes the estimated fair value of the assets acquired and
liabilities assumed at the date of acquisition:



Net
        Identifiable Assets Acquired:
      
      $Cash
      
      405,085Accounts
        Receivable
      
      398,768Mineral
        Properties
      
      8,388,096Property,
        Plant and Equipment
      
      8,203,746Long-Term
        Liabilities  (note 8)
      
      (2,031,440)Accounts
        Payable
      
      (1,437,590)13,926,665Purchase
        Price:Cash
        Paid to Vendor
      
      1,945,735Long-Term
        Liabilities Assumed (note 8)
      
      11,880,930Acquisition
        Costs
      
      100,00013,926,665




In
2002, the Company applied and received approval from the Portuguese courts to
re-organize the capital structure of PA.  Accordingly, the Company's
ownership of PA increased from 75.6% to 99.6%.  Additional acquisition
costs of $108,601 were incurred and capitalized to mineral properties in 2002;
reorganization costs of $380,805 were charged to operations in 2002.



(b)

NPR
(U.S.) Inc.



On
June 06, 2001, the Company acquired 100% of N.P.R. (U.S.) Inc. ("NPR"), a
Nevada registered company, from Vaaldiam Resources Ltd. ("Vaaldiam") by
issuing 1,000,000 common shares of the Company with a fair value of $320,000.
 NPR's major asset is the Crypto zinc mineral property located in Juab
County, Utah, USA.  This acquisition has been accounted for by the purchase
method and the total purchase price of $346,213, including acquisition costs of
$26,213, has been allocated to mineral properties.



The
purchase agreement also provides for an additional amount payable of $1,000,000
once financing to bring the Crypto zinc mineral property to production has been
secured.  This payment will be accounted for as an increase to mineral
properties at the time this balance becomes due.  A royalty of 1.5% of Net
Smelter Return is payable to Vaaldiam upon commencement of production.





---

EUROZINC
MINING CORPORATION

Notes
to the Consolidated Financial Statements

For
the Years Ended December 31, 2003 and 2002 (Canadian $)





NOTE
4 - MINERAL PROPERTIES



Accumulated
costs in respect of the mineral properties consist of the following:



Deferred
        exploration costs (Schedule 2)
      Acquisition
        costs (Schedule 2)
      Total2003
      Balance
      Additions
      Balance
      Balance
      
      Balance
      BalanceDecember
        31,
      net
        of
      December
        31,
      December
        31,
      
      December
        31,
      December
        31,2002
      Recoveries
      2003
      2002
      Additions
      2003
      2003$
      $
      $
      $
      $
      $
      $Development
        ProjectsPortugalAljustrel
        Project
  
      19,725,661
  4,421,492
      24,147,153
      8,987,297
      -
      8,987,297
      33,134,450Malhadinha
        Concession
  
      1,480,717
  -
      
      -
      -
      -
      1,480,71721,206,378
  4,421,492
      25,627,870
      8,987,297
      -
      8,987,297
      34,615,167Exploration
        ProjectsUnited
        StatesCrypto
        Property
  
      9,518
  6,785
      16,303
      346,213
      -
      346,213
      362,51621,215,896
      4,428,277
      25,644,173
      9,333,510
      -
      9,333,510
      34,977,683




Deferred
        exploration costs (Schedule 2)
      Acquisition
        costs (Schedule 2)
      Total2002
      Balance
      Additions
      Balance
      Balance
      
      Balance
      BalanceDecember
        31,
      net
        of
      December
        31,
      December
        31,
      
      December
        31,
      December
        31,2001
      Recoveries
      2002
      2001
      Additions
      2002
      2002$
      $
      $
      $
      $
      $
      $Development
        ProjectsPortugalAljustrel
        Project
      15,300,229
      4,425,432
      
      8,878,696
      108,601
      8,987,297
      28,712,958Malhadinha
        Concession
      1,427,691
      53,026
      
      -
      -
      -
      1,480,71716,727,920
      4,478,458
      21,206,378
  8,878,696
      108,601
      8,987,297Exploration
        ProjectsUnited
        StatesCrypto
        Property
      90
      9,428
  
      9,518
  346,213
      -
      346,213
      355,73116,728,010
      4,487,886
      21,215,896
      9,224,909
      108,601
      9,333,510
      30,549,406




Portugal



Aljustrel
Project (Zinc)

On
December 20, 2001, the Company acquired PA, which owns the Aljustrel mining
lease, a fully developed mine with associated mining facilities (note 3(a)). The
Company completed a positive Feasibility study on the project in June 2000 and
subsequently updated the study in February 2001.  The Company incurred a
total of $4,421,492 in exploration expenditures in 2003 (2002 - $4,425,432).



Malhadinha
Concession (Zinc - formerly two concessions Estacao and Malhadinha)

Malhadinha
is an exploration concession, granted on October 01, 1999, which comprises what
were formerly two separate concessions, Estacao and Malhadinha.  The
concession surrounds the Aljustrel mining lease.  The term of the
concession was two years with the right to renew on an annual basis for up to
three years.  At the end of each renewal year, the Company must reduce the
concession by 50% and submit a new work program.  The Company completed its
fourth year of exploration on September 30, 2003, having met its work
commitments to date, and has received approval to extend the concession to
September 30, 2004.



United
States



Crypto
Property (Zinc)

The
Crypto property, located in Juab County, Utah, is comprised of 40 unpatented
claims and 14 patented claims, totaling approximately 963 acres (note 3(b)).



---

EUROZINC
MINING CORPORATION

Notes
to the Consolidated Financial Statements

For
the Years Ended December 31, 2003 and 2002 (Canadian $)







NOTE
5 - PROPERTY, PLANT AND EQUIPMENT

Accumulated
      Net
        bookCost
      amortization
      value2003
      $
      $
      $Office
        Equipment
      329,273
      229,739
      99,534Mining
        Equipment
      1,157,628
      20,325
      1,137,303Vehicles
      462,732
      223,035
      239,697Computer
        Software
      24,250
      23,961
      289Buildings
        and Equipment
      6,374,363
      -
      6,374,363Power
        Transmission and Distribution System
      177,539
      -
      177,5398,525,785
      497,060
      8,028,725




2002
      $
      $
      $Office
        Equipment
      319,089
      193,857
      125,232Mining
        Equipment
      1,164,083
      20,043
      1,144,040Vehicles
      507,353
      176,568
      330,785Computer
        Software
      24,250
      23,672
      578Buildings
        and Equipment
      6,386,525
      -
      6,386,525Power
        Transmission and Distribution System
      177,539
      -
      177,5398,578,839
      414,140
      8,164,699






NOTE
6 - DEFERRED SALES CONTRACTS



The
Company's Portuguese subsidiary, PA, has entered into sales contracts (as
vendor) with certain employees (as purchasers), whereby PA has agreed to sell
certain residential housing units to the purchasers.  Title to the housing
units is transferred from PA to the purchasers upon receipt of the final payment
pursuant to the contract.  Upon transfer of title, PA records the sale and
resultant gain or loss on the disposition of the property.  As at December
31, 2003, PA has received amounts totaling $869,431 (2002 - $796,707) pursuant
to such agreements relating to housing units whose title has yet to be
transferred to the purchasers.





NOTE
7 - CONVERTIBLE LOANS



The
Company had two convertible loan facilities with Resource Capital Fund ("RCF"),
a venture capital firm based in Denver, Colorado and the majority shareholder of
the Company.  Under the terms of the two loan facilities, RCF had the
option to convert all or any portion of the loans outstanding into common shares
of the Company. In December 2003, RCF converted the two loans with carrying
values totaling $15,568,075 (face value of US$12,659,235 based on pre-agreed
fixed exchange rates) into 133,496,040 common shares of the Company.  As a
result of the loan conversions, the equity portion of the convertible loans,
$5,234,395, was charged to share capital.



(a)

US$4,000,000
Convertible Loan



Terms
of this US$4,000,000 convertible loan, drawn in 1999 and 2000 and originally
entered into in April 1999, were amended in October 2002.  Under the terms
of the amended agreement, the loan became due on December 31, 2003 and was
convertible into common shares of the Company at Cdn$0.25 on the first
US$2,000,000 and Cdn$0.33 on the remaining US$2,000,000.  Conversion into
common shares was based on a fixed exchange rate of Cdn$1.48 for US$1.



---

EUROZINC
MINING CORPORATION

Notes
to the Consolidated Financial Statements

For
the Years Ended December 31, 2003 and 2002 (Canadian $)









NOTE
7 - CONVERTIBLE LOANS (CONTINUED)



(a)

US$4,000,000
Convertible Loan (Continued)



This
convertible loan bore interest at LIBOR plus 1.5% per annum, compounded monthly
and was secured by a general security agreement on all of the tangible and
intangible assets of the Company.  Interest was payable semi-annually with
the principal due on December 31, 2003.  Interest on the convertible loan
was payable in either cash or common shares, the number of which was calculated
based on the average daily price of the shares for the ten trading days
preceding the interest payment.  In 2003, the Company issued 3,247,633
common shares as payment for $495,047 in interest payable (2002 - 795,651
common shares were issued for $115,131 in interest payable).  To December
31, 2003, the Company issued a cumulative total of 6,469,102 common shares as
payment for $1,321,805 in interest expense.



The
equity value of the conversion feature of this convertible loan was estimated at
$2,160,421 and was included as a separate component of shareholders' equity.
 The equity value was calculated using the "residual valuation of equity
component" method and is the difference between the loan proceeds received and
the fair value of the loan which was determined based on its present value using
a discount rate of 15%.



This
convertible loan was accreted to its face value at maturity over the term of the
debt through a charge to interest expense.  Interest expense relating to
the accretion of this convertible loan totalled $Nil in 2003 (2002 - $861,677)
as it had been completely accreted by 2002.



In
December 2003, RCF converted this $5,316,000 loan (US$4,000,000 based on the
pre-agreed fixed exchange rate) into 20,844,736 common shares of the Company.





(b)

US$8,659,235
Convertible Loan



This
convertible loan was for a total of US$8,659,235, of which US$2,109,235,
US$2,950,000 and US$3,600,000 were drawn by the Company in 2001, 2002, and 2003,
respectively, and was due on December 31, 2004.  Under the terms of the
loan agreement, varying amounts of the loan were convertible into common shares
of the Company at varying conversion prices.  The conversion prices ranged
from Cdn$0.10 to Cdn$0.20 and were pre-determined based on the date of the loan
advances.  Conversions into common shares were also based on fixed exchange
rates ranging from Cdn$1.36 to Cdn$1.57 for US$1.



This
convertible loan bore interest at LIBOR plus 3.0% per annum, compounded
quarterly and was secured by a general security agreement on all of the tangible
and intangible assets of the Company.  Interest was payable semi-annually
with the principal due on December 31, 2004.  Interest on the convertible
loan was payable in either cash or common shares, the number of which was
calculated based on the average daily price of the shares for the ten trading
days preceding the interest payment.  In 2003, the Company issued 115,015
common shares as payment for $28,762 in interest payable (2002 - nil).



The
total equity value of the conversion feature of this convertible loan was
estimated at $3,073,974 and was included as a separate component of the
shareholders' equity.  The equity value on the advances received in 2001,
$528,213, was calculated using the Black-Scholes option pricing model assuming
an expected stock price volatility of 60%, a risk-free interest rate of 4%,
expected life of options ranging from 2.00 years to 2.25 years and expected
dividend yield of 0%.  The equity value of the convertible loan on the
advances received in 2002, $1,429,077, was calculated using the "residual
valuation of equity component" method and is the difference between the loan
proceeds received and the fair value of the advances which was determined based
on its present value using a discount rate of 15%. The equity value of the
convertible loan on the advances received in 2003, $1,116,684, was also
calculated using the "residual valuation of equity component" method using a
discount rate of 15%.



---

EUROZINC
MINING CORPORATION

Notes
to the Consolidated Financial Statements

For
the Years Ended December 31, 2003 and 2002 (Canadian $)





NOTE
7 - CONVERTIBLE LOANS (CONTINUED)



(b)

US$8,659,235
Convertible Loan (Continued)



This
convertible loan was being accreted to its face value at maturity over the term
of the debt through a charge to interest expense.  Interest expense
relating to the accretion of this convertible loan totalled $1,042,869 in 2003
(2002 - $477,057) and has been charged to operations.



In
December 2003, RCF converted this loan with a carrying value of $10,252,075
(face value of US$8,659,235 based on the pre-agreed fixed exchange rates) into
112,651,304 common shares of the Company.





NOTE
8 - LONG-TERM LIABILITIES



Face
        Value
      Recorded
        Value (Cdn$)Euros
      Cdn$
        (At
        the exchange
        rate
        at
        December
        31, 2003)
      Balance
        December
        31, 2002
      Interest
        Expense (Actual and On Accretion of Long-Term Liabilities)
      Foreign
        Exchange
        Gain
      Balance
        December
        31, 2003To
        EDM - Outstanding Debt on
        Acquisition
        of PA (note 3(a))Interest
        Bearing Debt -
        Principal
        and Interest (1)
      4,742,138
      7,720,201
      7,747,897
      103,338
      (131,034)
      7,720,201Non-Interest
        Bearing Debt (2)
      8,798,000
      14,323,144
      6,938,297
      618,656
      (102,386)
      7,454,567To
        Other Creditors - Payables
        Assumed
        on Acquisition of PA (3)
      2,951,280
      4,804,684
      2,615,319
      235,416
      (44,842)
      2,805,89316,491,418
      26,848,029
      17,301,513
      957,410
      (278,262)
      17,980,661




(1)

$7,720,201
(4,742,138 Euros), bearing interest at the LIBOR and compounded annually, is
payable (principal and interest) in annual installments of $2,849,000 (1,750,000
Euros) beginning twelve months after the commencement of production of the
Feitais deposit (note 3(a)).  As the debt is interest bearing, the recorded
value is the same as the face value.  Interest expense of $103,338 has been
charged to operations in 2003 (2002 - $105,466).



(2)

$14,323,144
(8,798,000 Euros), non-interest bearing, is payable, twelve months after the
final payment of the $7,720,201 (4,742,138 Euros), in four equal annual
installments of $3,572,104 (2,199,500 Euros) and only while production of the
Aljustrel project continues.  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.
 Interest expense relating to the accretion of this long-term debt totalled
$618,656 and has been charged to operations in 2003 (2002 - $605,561).



(3)

The
Company assumed liabilities owing to previous creditors of PA from EDM.
 Payment of these amounts, which are non-interest bearing, will start three
years after production commences at the Aljustrel property.  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 accreted to its face value over the term of the
debt through a charge to interest expense.  Interest expense relating to
the accretion of this long-term debt totalled $235,416 and has been charged to
operations in 2003 (2002 - $208,343).



---

EUROZINC
MINING CORPORATION

Notes
to the Consolidated Financial Statements

For
the Years Ended December 31, 2003 and 2002 (Canadian $)





NOTE
9 - SHARE CAPITAL



COMMON
        SHARESAuthorized:
         1,000,000,000 without par value (1)Issued
        and Outstanding:
      Number
      Amountof
        shares
      $Balance,
        December 31, 2001
      62,051,358
      31,835,082Issued
        during the year ended December 31, 2002:For
        cash on Rights Offering, net of issue costs of $101,554
      7,399,493
      1,008,370For
        interest payable (note 7(a))
      795,651
      115,131Balance,
        December 31, 2002
      70,246,502
      32,958,583Issued
        during the year ended December 31, 2003:For
        cashPrivate
        Placement, net of commissions and issue costs of $933,962 (2)
      38,479,000
      8,685,788Exercise
        of stock options
      460,000
      46,000Exercise
        of share purchase warrants
      9,450,000
      945,000For
        debtInterest
        payable (note 7(a) and (b))
      3,362,648
      523,809US$4,000,000
        convertible loan (note 7(a))
      20,844,736
      5,316,000US$8,659,235
        convertible loan (note 7(b))
      112,651,304
      10,252,075Equity
        component of convertible loans
      -
      5,234,395Balance,
        December 31, 2003
      255,494,190
      63,961,650




(1)
 On June 18, 2003, the Company passed a special resolution increasing the
authorized share capital of the Company from 200,000,000 to 1,000,000,000 common
shares without par value.



(2)
 In December 2003, the Company closed a brokered private placement of
38,479,000 units at a price of $0.25 per unit for gross proceeds of $9,619,750
($2,790,000 was received on January 07, 2004).  Each unit consists of one
common share and one-half share purchase warrant.  One warrant entitles the
holder to acquire one common share at a price of $0.40 per share (see Share
Purchase Warrants).  The Company paid a cash commission of 7%, $673,383,
and issued 3,847,900 Agent's options to the Agents.  Each Agent's
option entitles the holder to purchase one unit, consisting of one common share
and one-half share purchase warrant, for $0.25 per unit (see Agent's Options).
 The Company also incurred share issue costs totaling $260,579.







---

EUROZINC
MINING CORPORATION

Notes
to the Consolidated Financial Statements

For
the Years Ended December 31, 2003 and 2002 (Canadian $)





NOTE
9 - SHARE CAPITAL (CONTINUED)



SHARE
        PURCHASE OPTIONS
      
      WeightedNumber
      averageof
        options
      exercise
        priceBalance,
        December 31, 2001
      6,245,575
      0.35Granted
      5,460,000
      0.10Expired
      (335,000)
      0.36Cancelled
      (3,373,070)
      0.37Balance,
        December 31, 2002
      7,997,505
      0.17Exercised
      (460,000)
      0.10Expired
      (1,127,500)
      0.38Balance,
        December 31, 2003
      6,410,005
      0.14




At
December 31, 2003, the Company has the following options outstanding:



Options
        outstanding
      Options
        exercisableWeighted
      Weighted
      
      Weightedaverage
      average
      
      averageRange
        of
      Number
      remaining
      exercise
      Number
      exerciseexercise
        prices
      of
        shares
      contractual
        life
      price
      exercisable
      price$0.10
        to $0.36
      6,410,005
      3.56
        years
      0.14
      6,410,005
      0.14




The
options outstanding at December 31, 2003 will expire between December 17, 2004
and December 10, 2007.



As
described in note 2(f), the Company does not use the fair value method of
accounting for share option granted to employees and directors.  Had the
Company followed the fair value method of accounting, the Company would have
recorded a compensation expense of $407,900 in 2002 with respect to its employee
and director share options.  The fair value for these options was estimated
at the date of grant using the Black-Scholes option pricing model assuming a
risk-free interest rate of 4.0%; dividend yield of 0%; a stock price volatility
of 97%; and an expected life of the options of 5 years.  Because the
Company's employee stock options have characteristics significantly different
from those of traded options, and because changes in the subjective input
assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its employee stock options.



Pro
forma information regarding net loss and loss per share had the Company
accounted for its employee stock options under the fair value method are as
follows (no options were granted in 2003):

2002$Net
        Loss as Reported
      
      6,523,281Compensation
        Expense
      
      407,900Pro
        Forma Loss
      
      6,931,181Pro
        Forma Loss per Common Share,Basic
        and Diluted
      
      0.10




---

EUROZINC
MINING CORPORATION

Notes
to the Consolidated Financial Statements

For
the Years Ended December 31, 2003 and 2002 (Canadian $)





NOTE
9 - SHARE CAPITAL (CONTINUED)



SHARE
        PURCHASE WARRANTS
      Number
      Purchase
        priceof
        warrants
      per
        shareBalance,
        December 31, 2001
      5,465,669
      0.40
        - 0.45Issued
        (1)
      6,964,984
      0.10
        - 0.25Cancelled
      (5,465,669)
      0.40
        - 0.45Balance,
        December 31, 2002
      6,964,984
      0.10
        - 0.25Issued
        (2)
      24,689,500
      0.10
        - 0.40Exercised
      (9,450,000)
      0.10Expired
      (2,964,984)
      0.25Balance,
        December 31, 2003 (3)
      19,239,500
      0.40




(1)

Issued
to RCF for amending the terms of the US$4,000,000 convertible loan and for
providing US$2,950,000 in convertible loans in 2002.



(2)

Issued
5,450,000 to RCF for providing US$3,600,000 in convertible loans in 2003; issued
19,239,500 to investors relating to the December private placement.



(3)

13,239,500
share purchase warrants will expire on June 18, 2005 and 6,000,000 on July 05,
2005.



AGENT'S
        OPTIONS
      Number
      Exercise
        priceof
        options
      per
        shareBalance,
        December 31, 2001 and 2002
      -
      -Issued
        (1)
      3,847,900
      0.25Balance,
        December 31, 2003
      3,847,900
      0.25




(1)

One
Agent's option entitles the holder to purchase one unit, consisting of one
common share of the Company and one-half share purchase warrant, at a price of
$0.25 per unit.  2,647,900 Agent's options will expire on June 18, 2005
and 1,200,000 on July 05, 2005.  Once exercised, one share purchase warrant
entitles the holder to acquire one common share at a price of $0.40.  The
share purchase warrants have the same expiry date as the Agent's options.





NOTE
10 - RELATED PARTY TRANSACTIONS



The
        Company had the following transactions with related parties:
      
      2003
        $
      2002
        $Consulting
        and Management Fees
      
      477,691
      237,798Consulting
        and management fees paid to a Director, and a company controlled by the
        President of the Company as compensation for services performed.Rent
        Expense
      
      14,898
      6,000Rent
        expense is net of those charged to a company, some of whose directors
        and shareholders are also directors and shareholders of the Company.


---

EUROZINC
MINING CORPORATION

Notes
to the Consolidated Financial Statements

For
the Years Ended December 31, 2003 and 2002 (Canadian $)





NOTE
11 - INCOME TAXES



The
Company operates in a specialized industry and in several tax jurisdictions;
accordingly, its operations are subject to varying rates of taxation.



The
Company has not recognized the benefits of the non-capital tax loss carry
forward balances; accordingly, no income tax recovery has been recorded in any
of the two years ended December 31, 2003.  The future income tax assets and
liabilities are calculated at the substantively enacted rates in Canada and
Portugal of 39.6% and 30.0%, respectively.



Future
income taxes are determined as follows:



2003
      2002$
      $Future
        income tax assets:Tax
        benefit of losses carried forward
      23,311,842
      30,069,909Tax
        value in excess of net book value
      7,752,874
      7,033,268Resource
        pools
      2,861,504
      2,861,504Others
      111,027
      108,53834,037,247
      40,073,219Valuation
        allowance
      (23,632,686)
      (31,194,912)10,404,561
      8,878,307Future
        income tax liabilities on Portuguese entities:Resource
        properties
      (10,404,561)
      (8,878,307)Net
        future income tax
      -
      -




The
Company has non-capital losses of $8,893,828 in Canada and $65,941,700 in
Portugal available for carry-forward to offset future taxable income.  No
future benefit for these losses has been recognized in these consolidated
financial statements.  The losses expire as follows:



Canada
      PortugalYear
      $
      $2004
      767,630
      24,499,2622005
      474,824
      16,910,9792006
      1,230,649
      12,066,7062007
      2,016,366
      3,948,7882008
      2,215,486
      2,957,5942009
      315,737
      5,558,3712010
      1,873,136
      -8,893,828
      65,941,700




The
Company also has Canadian and foreign resource tax pools totaling, respectively,
$2,470,175 and $4,755,844.  These tax pools do not expire.

---

EUROZINC
MINING CORPORATION

Notes
to the Consolidated Financial Statements

For
the Years Ended December 31, 2003 and 2002 (Canadian $)





NOTE
12 - SEGMENTED INFORMATION



In
the opinion of management, the Company operates in one industry segment, being
the exploration of mineral properties.  Management of the Company makes
decisions about allocating resources based on the one operating segment.  A
geographic summary of mineral properties and property, plant and equipment by
country is as follows:



Portugal
      United
        States
      Canada
      Total2003
      2002
      2003
      2002
      2003
      2002
      2003
      2002$
      $
      $
      $
      $
      $
      $
      $Mineral
        Properties
      34,615,167
      30,193,675
      362,516
      355,731
      -
      -
      34,977,683
      30,549,406Property,
        Plant and Equipment
      8,005,934
      8,138,015
      -
      -
      22,791
      26,684
      8,028,725
      8,164,69942,621,101
      38,331,690
      362,516
      355,731
      22,791
      26,684
      43,006,408
      38,714,105






NOTE
13 - SUBSEQUENT EVENTS



(a)

Private
Placement



On
February 06, 2004, the Company closed a brokered private placement of 75,000,000
special warrants at a price of $0.40 per warrant for gross proceeds of
$30,000,000.  Each special warrant is convertible into one common share at
no additional cost and one-half share purchase warrant.  One share purchase
warrant is exercisable for one common share at $0.50 per share in the first year
and at $0.75 in the second year.  The Company paid a cash commission of
6.5%, $1,950,000, and issued 5,250,000 Agent's options to the Agents.
 Each Agent's option entitles the holder to purchase one special warrant,
as described above, for $0.40 per special warrant.  The Agent's options
expire on August 06, 2005.



Under
the terms of the private placement, the proceeds from the private placement were
held in escrow, and were not released to the Company until February 24, 2004,
after the Company was notified that it was selected as the winning bidder for
the Neves Corvo mine (note 13(b)).



(b)

Acquisition
- Sociedade Mineira de Neves Corvo, S.A. ("Somincor")



On
March 04, 2004, the Company entered into an agreement ("the Agreement")
allowing for the 100% acquisition of Somincor from EDM and Rio Tinto Group ("RTZ").
 The major asset held by Somincor is the Neves Corvo copper mine, located
in Neves Corvo, Portugal.  The mine has been in production since 1989.



Under
the terms of the Agreement, EuroZinc will pay (all amounts based on the exchange
rate of March 04, 2004) $208,640,000 (128,000,000 Euros) for all of the issued
and outstanding shares of Somincor.  Additionally, the Company will assume
all liabilities of Somincor, of which approximately $45,000,000 (27,600,000
Euros) will be payable on closing.  Also under a "price participation"
clause in the Agreement, for a period of four years, EDM and RTZ will share
equally with the Company, the marginal revenue from the sale of copper when the
average price of copper, calculated quarterly, exceeds US$0.90 per pound for
year one and US$0.95 per pound for years two, three and four.



To
the Auditors' Report date, the Company has paid a non-refundable deposit of
$16,300,000 (10,000,000 Euros) to be applied against the purchase price.
 The balance of the purchase price, $192,340,000 (118,000,000 Euros), along
with the debt repayments are due within 90 days after the signing of the
Agreement, being June 02, 2004.  To December 31, 2003, the Company has
incurred $1,076,923 in costs related to this acquisition.



---

EUROZINC
MINING CORPORATION

Notes
to the Consolidated Financial Statements

For
the Years Ended December 31, 2003 and 2002 (Canadian $)







NOTE
13 - SUBSEQUENT EVENTS



(c)

Private
Placement



On
April 05, 2004, the Company closed a brokered private placement of 126,627,000
special warrants at a price of $0.60 per warrant for gross proceeds of
$75,976,200.  Each special warrant is convertible into one common share at
no additional cost.  The Company paid a cash commission of approximately
6.18%, $4,693,572 to the Agents.



The
special warrants will expire on the date that is the earlier of: (i) the date
that is four months and one day after April 05, 2004; and (ii) the third
business day after the date a receipt is issued by the last of the appropriate
securities regulators in Canada for a final short form prospectus qualifying the
distribution of common shares upon exercise of the special warrants.



Under
the terms of the private placement, the proceeds from the private placement will
be placed in escrow, and will be released only on the closing of the acquisition
of Somincor (note 13(b)).





NOTE
14 - DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES



The
Company prepares its consolidated financial statements in accordance with
accounting principles generally accepted in Canada ("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
accounting principles generally accepted in the United States ("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, 2003
      December
        31, 2002US
        GAAP
      Cdn
        GAAP
      US
        GAAP
      Cdn
        GAAP$
        (Cdn)
      $
        (Cdn)
      $
        (Cdn)
      $
        (Cdn)AssetsCurrent
        Assets
      9,781,459
      9,781,459
      1,172,817
      1,172,817Deferred
        Costs
      1,076,923
      1,076,923
      -
      -Mineral
        Properties (a)
      21,354,724
      34,977,683
      16,933,232
      30,549,406Property,
        Plant and Equipment
      8,028,725
      8,028,725
      8,164,699
      8,164,69940,241,831
      53,864,790
      26,270,748
      39,886,922




---

EUROZINC
MINING CORPORATION

Notes
to the Consolidated Financial Statements

For
the Years Ended December 31, 2003 and 2002 (Canadian $)





NOTE
14 - DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES (CONTINUED)



December
        31, 2003
      December
        31, 2002US
        GAAP
      Cdn
        GAAP
      US
        GAAP
      Cdn
        GAAP$
        (Cdn)
      $
        (Cdn)
      $
        (Cdn)
      $
        (Cdn)LiabilitiesAccounts
        Payable and Accrued Liabilities
      1,507,164
      1,507,164
      1,524,339
      1,524,339Capital
        Lease Obligations
      23,143
      23,143
      42,284
      42,284Convertible
        Loans (d)
      -
      -
      14,309,968
      12,742,152Long-Term
        Liabilities
      17,980,661
      17,980,661
      17,301,513
      17,301,513Deferred
        Sales Contracts
      869,431
      869,431
      796,707
      796,70720,380,399
      20,380,399
      33,974,811
      32,406,995Shareholders'
        Equity (Deficiency)Share
        Capital (b), (d)
      64,148,209
      63,961,650
      33,939,398
      32,958,583Additional
        Paid-In Capital - Equity
        Component
        of Convertible Loans (d)
      -
      -
      2,798,507
      4,117,711Deficit
      (44,286,777)
      (30,477,259)
      (44,441,968)
      (29,596,367)19,861,432
      33,484,391
      (7,704,063)
      7,479,92740,241,831
      53,864,790
      26,270,748
      39,886,922






The
effect of measurement differences between Cdn GAAP and US GAAP on the Company's
net loss for the years ended December 31, 2003 and 2002 is summarized below:



Years
        Ended December 31,2003
      2002$
        (Cdn)
      $
        (Cdn)Net
        (Loss) for the Year in Accordance with Cdn GAAP
      
      (880,892)
      (6,523,281)Effects
        of Differences in Accounts for:Exploration
        and Development Costs (a)Reverse
        Write-off of Deferred Exploration CostsExpensed
        under US GAAP in Prior Years
      
      -
      -Expense
        Current Year Deferred Exploration Costs
      
      (6,785)
      (62,454)Stock
        Compensation Expense (b)
      
      -
      -Accretion
        of Convertible Loans (d)
      
      1,042,869
      1,335,172Foreign
        Exchange (e)
      
      -
      8,599Net
        Income (Loss) for the Year in Accordance
        with
        US GAAP
      
      155,192
      (5,241,964)Earnings
        (Loss) per Share under US GAAPBasic
        and Diluted
      
      0.01
      (0.08)Weighted
        Average Number of Shares OutstandingBasic
        and Diluted
      
      78,449,367
      67,120,598


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

---

EUROZINC
MINING CORPORATION

Notes
to the Consolidated Financial Statements

For
the Years Ended December 31, 2003 and 2002 (Canadian $)





NOTE
14 - DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES (CONTINUED)



(a)

Mineral
Properties and Exploration Costs



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 Canadian 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, or abandoned.



All
exploration expenditures in 2003 and 2002 relating to mineral properties, other
than the Aljustrel project, were expensed for US GAAP.



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 expensed all Aljustrel project exploration
expenditures incurred prior to obtaining the feasibility study.



(b)

Compensation
Expense



The
Company's policy for accounting for stock-based compensation awards under Cdn
GAAP is disclosed in note 2(f).  For US GAAP purposes, the Company has
elected under Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation", to continue to apply the
intrinsic value method of accounting for employee stock-based compensation under
Accounting Principles Board ("APB") 25 "Accounting for Stock Issued to
Employees" and related interpretations.  Under the intrinsic value
method, stock option compensation is the excess, if any, of the quoted market
value of the stock at the measurement date of the grant over the amount an
optionee must pay to acquire the stock.  No employee compensation expense
was required to be recognized in the two years ended December 31, 2003.



During
the year ended December 31, 2003, the Company granted Nil (2002 - Nil) options
to non-employees for consulting services.  For US GAAP purposes, options
granted to non-employee consultants are required to be measured and recognized
at their fair value as the services are provided and the options are earned.
 Compensation expense recognized for the year ended December 31, 2003
totalled $Nil (2002 - $Nil).



(c)

Income
Taxes



The
Company uses the asset and liability method to account for income taxes pursuant
to Section 3465 of the CICA Handbook which is substantially consistent with SFAS
No. 109 "Accounting for Income Taxes".



As
described in note 11, the Company has future income tax assets related to its
Canadian operations calculated at the substantively enacted rate in Canada at
December 31, 2003 of 39.6%.  For US GAAP purposes, SFAS No. 109 requires
deferred tax assets to be measured at only enacted tax rates.  Measuring
Canadian deferred tax assets at enacted tax rates for US GAAP purposes would not
impact reported tax expense, net assets, or loss.

---

EUROZINC
MINING CORPORATION

Notes
to the Consolidated Financial Statements

For
the Years Ended December 31, 2003 and 2002 (Canadian $)





NOTE
14 - DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES (CONTINUED)



(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, 2003, accretion expense of $1,042,869 (2002 -
$1,335,172) was recognized under Cdn GAAP that would not be recognized under US
GAAP as no beneficial conversion feature existed on convertible loans.
 Also in December 2003, upon conversion of all the convertible loans,
$20,802,470 (2002 - $Nil) was transferred to share capital under Cdn GAAP; under
US GAAP, $20,008,214 (2002 - $Nil) was transferred to share capital.



(e)

Foreign
Exchange



Under
US GAAP, foreign exchange gains or losses on long-term debts are included in
income immediately.  Effective January 01, 2002, Cdn GAAP also requires
companies to recognize these gains or losses in the period they arise.
 Prior to January 01, 2002, these gains or losses were deferred and
amortized on a straight-line basis over the term of the debts.
 Accordingly, under US GAAP, the Company's foreign exchange gain for the
year ended December 31, 2003 would increase by $Nil (2002 - $8,599).



(f)

Investment
in Joint Venture



Under
US GAAP, the investment in joint venture would be accounted for under the equity
method, whereas Cdn GAAP requires that joint ventures be proportionately
consolidated.  This difference would have no impact on the reported net
earnings or shareholders' equity of the Company for the years presented.
 The investment in joint ventures has been included in mineral properties.
 As the amounts are nominal for all years presented, no reclassification to
investment in joint venture has been presented.



(g)

Recent
Accounting Pronouncements



The
Financial Accounting Standards Board ("FASB") has issued SFAS No. 143, "Accounting
for Asset Retirement Obligations", which is effective for years beginning on
or after June 15, 2002.  This statement addresses financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs.  It requires that the
fair value of a liability for an asset retirement obligation be recognized in
the period in which it is incurred if a reasonable estimate of fair value can be
made.  The associated asset retirement costs are capitalized as part of the
carrying amount of the long-lived asset.  The Company has determined that
the application of SFAS No. 143 will not have a material effect on its
consolidated financial position or results of operations.

---

EUROZINC
MINING CORPORATION

Notes
to the Consolidated Financial Statements

For
the Years Ended December 31, 2003 and 2002 (Canadian $)





NOTE
14 - DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES (CONTINUED)



(a)

Recent
Accounting Pronouncements (Continued)



The
Financial Accounting Standards Board ("FASB") has issued SFAS No. 143, "Accounting
for Asset Retirement Obligations", which is effective for years beginning on
or after June 15, 2002.  This statement addresses financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs.  It requires that the
fair value of a liability for an asset retirement obligation be recognized in
the period in which it is incurred if a reasonable estimate of fair value can be
made.  The associated asset retirement costs are capitalized as part of the
carrying amount of the long-lived asset.  The Company has determined that
the application of SFAS No. 143 will not have a material effect on its
consolidated financial position or results of operations.



The
CICA has issued CICA 3110, "Asset Retirement Obligations".  The
standard, which is similar to SFAS No. 143, is effective for years beginning on
or after January 01, 2004.  The standard requires recognition of a
liability at its fair value for the obligation associated with the retirement of
a tangible long-lived asset.  A corresponding asset retirement cost would
be added to the carrying amount of the related asset and amortized to expense
over the useful life of the asset.  The Company will be required to adopt
the standard on January 01, 2004.



In
June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with
Exit or Disposal of Activities".  SFAS No. 146 requires that the
liability for a cost associated with an exit or disposal activity is recognized
at its fair value when the liability is incurred.  Under previous guidance,
a liability for certain exit costs was recognized at the date that management
committed to an exit plan, which was generally before the actual liability had
been incurred.  As SFAS No. 146 is effective only for exit or disposal
activities initiated after December 31, 2002, the Company does not expect the
adoption of this statement to have a material impact on the Company's
consolidated financial statements.



In
December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-based
Compensation - Transition and Disclosure".  SFAS No. 148 amends SFAS
No. 123, "Accounting for Stock-based Compensation", to provide alternative
methods of transition for an entity that voluntarily changes to the fair value
based method of accounting for stock-based compensation.  It also amends
the disclosure provisions of that statement.  The disclosure provisions of
this statement are effective for financial statements issued for fiscal periods
beginning after December 15, 2002.



The
CICA has released amendments to Section 3870, "Stock-based Compensation and
Other Stock-based Payments," which require an expense to be recognized in
financial statements for all forms of employee stock-based compensation,
including stock options, effective for years beginning on or after January 01,
2004, for public companies.  The Company will be required to adopt the
standard on January 01, 2004.



In
May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equities".  SFAS
No. 150 requires certain financial instruments that were accounted for as equity
under previous guidance to now be accounted for as liability.  SFAS No. 150
applies to mandatorily redeemable stock and certain financial instruments that
require or may require settlement by transferring chase or other assets.  SFAS
No. 150 is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003.  The Company does not expect that the
adoption of this statement to have a material impact on its financial position
or results of operations.



---





EUROZINC
MINING CORPORATION

Notes
to the Consolidated Financial Statements

For
the Years Ended December 31, 2003 and 2002 (Canadian $)



2003
      2002$
      $Accounting,
        Auditing and Legal
      
      174,325
      164,106Amortization
      
      127,277
      154,314Bad
        Debt Expense
      
      6,060
      -Consulting
        Fees
      
      11,970
      125,593Insurance
      
      41,296
      31,413Filing
        and Transfer Agent Fees
      
      67,213
      24,066Interest
        Paid or Payable on Convertible Loans and Long-
        Term
        Liabilities
      
      741,269
      717,974Interest
        on Accretion of Convertible Loans and Long-Term
        Liabilities
      
      1,896,941
      2,152,638Investor
        Relations
      
      36,000
      71,407Management
        Fees
      
      176,265
      124,605Office
      
      55,523
      70,541Printing
      
      52,027
      46,287Rent
      
      23,994
      23,207Travel
      
      73,290
      109,431Wages
      
      253,360
      263,5763,736,810
  4,079,158Less:
         Costs Recovered
      
      (12,832)
      (5,896)3,723,978
      4,073,262






---





EUROZINC
MINING CORPORATION

Notes
to the Consolidated Financial Statements

For
the Years Ended December 31, 2003 and 2002 (Canadian $)



Aljustrel
      Malhadinha
      Other
      Total$
      $
      $
      $2003Exploration
        Costs, Beginning of Year
      19,725,661
      1,480,717
      9,518
      21,215,896Exploration
        Costs:Drilling
      -
      -
      -
      -Electricity
      477,344
      -
      -
      477,344Engineering
      155,556
      -
      -
      155,556Environmental
        and Geotechnical
      31,253
      -
      -
      31,253Equipment
        Maintenance
      142,718
      -
      -
      142,718Geology
      174,098
      -
      -
      174,098Materials
        and Supplies
      435,151
      -
      -
      435,151Project
        Salaries
      616,766
      -
      -
      616,766Property
        and Miscellaneous Taxes
      103,463
      -
      6,785
      110,248Security
      243,018
      -
      -
      243,018Site
        Office
      382,054
      -
      -
      382,054Wages
      1,660,071
      -
      -
      1,660,0714,421,492
  -
      6,785
      4,428,277Exploration
        Costs, End of Year
      24,147,153
      1,480,717
      16,303
      25,644,173Acquisition
        Costs,
        Beginning
        and End of Year
      8,987,297
      -
      346,213
      9,333,510Acquisition
        and Exploration Costs,
        End
        of Year
      33,134,450
      1,480,717
      362,516
      34,977,683




2002Exploration
        Costs, Beginning of Year
      15,300,229
      1,427,691
      90
      16,728,010Exploration
        Costs:Drilling
      -
      45,702
      -
      45,702Electricity
      460,656
      -
      -
      460,656Engineering
      223,689
      -
      -
      223,689Environmental
        and Geotechnical
      29,580
      -
      -
      29,580Equipment
        Maintenance
      204,126
      -
      -
      204,126Geology
      155,755
      -
      1,830
      157,585Materials
        and Supplies
      428,745
      -
      -
      428,745Project
        Salaries
      643,990
      -
      -
      643,990Property
        and Miscellaneous Taxes
      80,778
      -
      7,598
      88,376Security
      187,250
      -
      -
      187,250Site
        Office
      533,935
      7,324
      -
      541,259Wages
      1,476,928
      -
      -
  
      1,476,9284,425,432
      53,026
      9,428
      4,487,886Exploration
        Costs, End of Year
      19,725,661
      1,480,717
      9,518
      21,215,896Acquisition
        Costs, Beginning of Year
      8,878,696
      -
      346,213
      9,224,909Acquisition
        During the Year (Note 3(a))
      108,601
      -
      -
      108,601Acquisition
        and Exploration Costs,
        End
        of Year
      28,712,958
      1,480,717
      355,731
      30,549,406










---



Exhibit
3









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 this 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



May 20, 2004





---

Exhibit
4.1











CONSENT OF STEFFEN ROBERTSON KIRSTEN (CANADA) INC.





Reference is made to the Annual Report on Form 40-F for the year ended December 31, 2003 (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
"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 of the Steffen Robertson Kirsten (Canada) Inc. Aljustrel Project Feasibility Study -- June 2000" which the Company used, or directly quoted from, in preparing summaries concerning the Neves Corvo Mine, which appear in such Annual Report.







Steffen Robertson Kirsten (Canada) Inc.





By:  /s/ Christopher Hurst Page



Name:  Christopher Hurst Page

Title:    Corporate Consultant





May 10, 2004



---

Exhibit
4.2









CONSENT OF WARDELL ARMSTRONG INTERNATIONAL LTD.





Reference is made to the Annual Report on Form 40-F for the year ended December 31, 2003 (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
"Neves Corvo 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 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 Aljustrel Project, which appear in such Annual Report.







Wardell Armstrong International Ltd.





By:  /s/ N. R. Clarke



Name:  N.R. Clarke

Title:    Managing Director





May 14, 2004





---

Exhibit 5.1

CERTIFICATION



I, Alvin W. Jackson, 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)) [omitted pursuant to Transition Period provisions at Section III of Release 34-47986 of the Securities and Exchange Commission entitled
"Management's Reports on Internal Control over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports"] 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) [omitted pursuant to Transition Period provisions at Section III of Release 34-47986 of the Securities and Exchange Commission entitled
"Management's Reports on Internal Control over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports"];



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



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



5.  The company's other certifying officer 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:  May
28, 2004



/s/ Alvin W. Jackson

Alvin W. Jackson, President and Chief Operating Officer*

* Mr. Jackson is performing the functions of Chief Executive Officer as of the filing date.



---



Exhibit 5.2

CERTIFICATION



I, Ronald A. Ewing, 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)) [omitted pursuant to Transition Period provisions at Section III of Release 34-47986 of the Securities and Exchange Commission entitled
"Management's Reports on Internal Control over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports"] 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) [omitted pursuant to Transition Period provisions at Section III of Release 34-47986 of the Securities and Exchange Commission entitled
"Management's Reports on Internal Control over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports"];



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



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



5.  The company's other certifying officer 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:  May
28, 2004



/s/ Ronald A. Ewing



Ronald A. Ewing, Executive Vice President and Chief Financial Officer



---



Exhibit 6.1



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, 2003, as filed with the Securities and Exchange Commission on the date hereof, 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:  May
28, 2004





/s/ Alvin W. Jackson



Alvin W. Jackson, President and Chief Operating Officer*

* Mr. Jackson is performing the functions of Chief Executive Officer as of the filing date.





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.



---

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, 2003, as filed with the Securities and Exchange Commission on the date hereof, 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:  May
28, 2004





/s/ Ronald A. Ewing



Ronald A. Ewing

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.