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Lundin Mining Corp – ‘40FR12B’ on 10/16/06 – ‘EX-99.2’

On:  Monday, 10/16/06, at 11:20am ET   ·   Accession #:  1204459-6-902   ·   File #:  1-33086

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/16/06  Lundin Mining Corp                40FR12B               97:20M                                    Newsfile Cor… Toronto/FA

Registration of Securities of a Canadian Issuer — SEA’34 §12(b)   —   Form 40-F
Filing Table of Contents

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 1: 40FR12B     Registration of Securities of a Canadian Issuer --  HTML    103K 
                          SEA'34 §12(b)                                          
 2: EX-23.1     Consent of Experts or Counsel                       HTML     22K 
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12: EX-99.1     Miscellaneous Exhibit                               HTML     85K 
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EX-99.2   —   Miscellaneous Exhibit


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  Lundin Mining Corporation: Exhibit 99.2 - Prepared by TNT Filings Inc.  

Lundin Mining Corporation
Twelve Months Corporate update
January 1, 2004December 31, 2004

October – December 2004 (2003)

January – December 2004 (2003)


Selected Financial Information

          (Unaudited)
          Proforma
  3 months 12 months 12 months
  10ct- 31 Dec 10ct-31 Dec 1 Jan-31 Dec 1 Jan-31 Dec 1 Jan-31 Dec
THOUSANDS OF CAD 2004* 2003 2004* 2003 2004**
Sales 27,434 - 51,927 - 134,708
Cost of Sales, excluding          
depreciation and amortization -12,979   -25,582 - -74,772
Depreciation of fixed assets -2,526 - -5,546 - -15,083
Amortization of mining rights -3,177 - -6,164 - -17,230
Gross margin 8,752 - 14,635 - 27,623
General exploration and project investigation -701 -395 -3,592 -1,029 -6,075
Net income/loss for the period 2,552 -878 6,198 254 7,479
Operating Cash Flow 10,620 -1,185 15,847 -1,646 46,646
Capital expenditures -3,280 - -6,433 -16 -12,616

(*)    The acquisition of Zinkgruvan mine was completed on June 2, 2004 and the Company's income statement includes Zinkgruvan operations from this date.
(**)  Pro-forma information including the Zinkgruvan mine and the Storliden mine, assumes that the mines were acquired on January 1, 2004.

Key Financial Data
     
  1 Jan-31 Dec 1 Jan-31 Dec
  2004 2003
Shareholders' equity/share, CAD1 6.03 1.64
Basic earnings/share, CAD 0.28 0.03
Diluted earnings/ share, CAD 0.28 0.03
Dividends Nil Nil
Basic weighted average number of shares outstanding 22 160 451 7 718 880
Diluted weighted average number of shares outstanding 22 432 326 8 033 507
Number of shares outstanding at period end 33 419 271 9 776 457

1. Shareholders' equity/share is defined as shareholders' equity divided by total number of shares outstanding at period end.

MANAGEMENT'S COMMENTS

Recent Events

On December 30, 2004 Lundin Mining Corporation ("Lundin Mining" or the "Company") announced that it had acquired all of Boliden's 11,537,000 shares in North Atlantic Natural Resources AB (NAN), corresponding to 36.9 percent of the shares and votes. Total consideration for all of Boliden's NAN shares amounted to 2,176,800 newly issued Lundin Mining shares, corresponding to 6.5 percent of the shares and votes in Lundin Mining on an undiluted basis. Applying the market price paid on the Toronto Stock Exchange for Lundin Mining's shares at the time of acquisition, of CAD 10.40 (Swedish krona ("SEK") 56.32), the total consideration for all of Boliden's NAN shares corresponds to CAD 22,638,720. Following the acquisition, Lundin Mining holds 23,117,000 shares in NAN, corresponding to 74.0 percent of the shares and votes of the company.

On December 8, 2004 Lundin Mining announced that it had closed the agreement with Chap Mercantile Inc. (re-named "Silver Wheaton") whereby Lundin Mining has agreed to sell all of its silver production from the Zinkgruvan mine in Sweden to Silver Wheaton in consideration for an upfront cash payment of US$50 million (CAD 61 million) and 30 million Silver Wheaton shares and 30 million whole share purchase warrants with an aggregate fair value of CAD 27.6 million , plus a per ounce payment at a price equal to the lesser of (a) US$3.90 (subject to a consumer price adjustment after three years) and (b) the then prevailing market price per ounce of silver. Each warrant is exercisable at CAD 0.80 into one Silver Wheaton common share and expires on August 5, 2009.


In mid-December 2004 Lundin Mining re-commenced the drilling on the Discovery Zone at Rakkurijarvi located within its Norrbotten Copper-Gold Project area in northern Sweden. The Discovery Zone drill program is designed to continue defining the extent of copper/gold mineralization as previously reported April 5 and June 1, 2004. Mineralization is characterized by massive, sometimes brecciated, magnetite, with stockworks and veins of chalcopyrite and pyrite. The objective of the program is to define a commercially viable deposit of copper and gold amenable to open-pit bulk-mining methods.

On December 3, 2004 the Swedish Depository Receipts (SDRs) of Lundin Mining were listed on the Stockholmsbörsen O-list.

Subsequent events

On January 21, 2005 Lundin Mining made an offer to the remaining shareholders of NAN to acquire their NAN shares for either cash SEK 10.75 or 1 Lundin Mining share for 5.3 NAN shares. The prospectus is expected to be distributed to the shareholders of NAN on February 14, 2005 and the offer is expected to close on March 4, 2005.

In January 2005 the Company entered into a hedge program covering hedging USD 18 million at the level USD 1: SEK 6.95.

SUMMARY OF OPERATIONS

  Q4   12 months  
  2004   2004  
LUNDIN MINING METAL PRODUCTION* Proforma 2003 Proforma 2003
Zinc (tonnes)* 27,474 2,816 92,270 12,176
Copper (tonnes)* 2,396 1,100 8,254 4,769
Lead (tonnes) 11,175 31,448
Silver (oz) 865,676 2,038,291

* Zinkgruvan and Storliden mine included with 100 % for 2004. Storliden mine included with 38.35 % for 2003.


Zinkgruvan Mine

  Q4   12 months  
(100 PERCENT OF PRODUCTION) 2004 2003 2004 2003
Ore milled (tonnes) 222,567 226,661 732,812 773,688
Grades        
Zinc (%) 9.0 9.6 9.1 9.2
Lead (%) 5.8 5.0 4.9 4.8
Silver (g/t) 107.0 103.7 99.0 103.0
Recoveries        
Zinc (%) 92.4 91.6 92.1 91.0
Lead (%) 87.8 89.0 87.6 87.9
Silver (%) 74.0 74.8 75.4 72.6
Production        
Zinc (tonnes) 18,683 19,082 61,547 64,495
Lead (tonnes) 11,175 10,096 31,448 31,760
Silver (oz) 865,676 570,735 2,038,291 1,840,887
Total Cash Cost USc/pound zinc * 20.9 18.3 23.3 27.2

* Total cash cost is the sum of direct costs, indirect cash costs, interest charges and by-product credits.

Production

The acquisition of the Zinkgruvan mine, located in South Central Sweden, was completed on June 2, 2004 and the Company's income statement reflects Zinkgruvan mine operations from this date.

The Company acquired a 100% interest in the Zinkgruvan mine from Rio Tinto Plc ("Rio Tinto"). The purchase price was US$100 million in cash plus payments of SEK 39,699,129 for working capital and a US$1 million non-refundable deposit. The acquisition was financed through a public equity offering in Canada and Sweden. The Company issued 20 million common shares at a price of CAD 8 per common share for net proceeds of approximately CAD 152 million.

In addition to zinc, lead and silver reserves and resources, there is a copper resource of approximately 3.5 million tonnes (2.67 million tones Indicated Resource and 0.85 million tones Inferred Resource) at 3.1% copper adjacent to the existing main zinc ore body from the 650 meter level to the 950 meter level.

The reason for the production problems in the mine during 2nd and 3rd quarter 2004 was blockage of ore and waste passes. Those problems have been dealt with; a new ore pass will be constructed during 2005 and a new transportation route was developed and is utilized at the moment.

The Company is conducting a review of the mining operation with the objective to increase revenues from the mine. This includes both the possibilities to increase production of ore and/or increase mining of metals by reducing dilution and ore losses. The review also includes optimization of the life of mine plan and the timing and possibility in developing the copper mineralization. The initial result of the review will be presented to the Board of Directors of Lundin Mining during the first quarter of 2005.

In July 2004 the Company's exploration permits in Zinkgruvan area were increased by 7,400 hectares and now comprise a total area of 8,500 hectares ("ha"). Furthermore, the Company has identified a number of highly prospective exploration zones which will be pursued during early 2005.

Zinkgruvan Mining's external environmental consultants presented in November 2004 a report on the closure costs based on the present EU regulations. This report indicates a final closure cost at about SEK 15 million. This report has now been presented to the authorities. The final decision on this matter is expected during 2005 and the reasonable result would be a substantially lower demand for surety to be provided by Zinkgruvan Mining than the provisional level of SEK 65 million.


Exploration Zinkgruvan 2004

In mine

During the year two exploration drifts, with a total length of 706 m, have been driven in the Cecilia and Burkland areas. The drifts will make it possible to diamond drill and upgrade, enlarge known resources. The main objective of the diamond drilling for the year has been in fill drilling of ore limits in stopes. The in fill drilling has followed the development of stopes in the Burkland area and in Nygruvan below 950 m.

Near mine (Brown field)

The upward continuation of Borta Bakom mineralisation was investigated by five diamond drill holes in early 2004. The holes where drilled from surface and four holes intersected mineralisation at depths between 324 m and 577 m. The results have increased the knowledge about the hangingwall geology of the area and has been used to refine the structural model. The two deepest intersections have been included in the inferred Borta Bakom resource i.e ddh 2150 and 2154 see table below. They have somewhat extended the mineralised zone.

Ddh 2150 2154
East (mine grid) 1585.48 1587
North (mine grid) 6519.66 6520.81
Z (mine grid) -48.88 -48.58
Dip 66.03° 57.0°
Dir 112.20° 96.0°
Total length 659.6 656.5
Intercept depth 577 536

In ddh 2150 the mineralised intercept is from 583.01 m to 584.85 m with a true width of 1.82 m @ 14.95 % Zn, 4,65 % Pb, 64 g/t Ag. In ddh 2154 the mineralised intercept is from 589.42 m to 592.12 m with a true width of 2.59 m @ 11.56 % Zn, 2.22 % Pb, 63 g/t Ag.

A structural model based on surface geology, geophysical data and underground structural data was tested with one deep drill hole, ddh2155, in the Dalby area 2.2 km north west of the Knalla Mine shaft. The model predicted Zinkgruvan Formation rocks under a regional fault zone and a cap of younger granites. Predicted depth for the ore zone equivalent was modeled to about 1 200 m hole depth.

The model was confirmed and a tectonised, partly mineralised zone interpreted to represent Zinkgruvan Ore zone equivalent was intersected at 1330 m hole depth.

Ddh 2155
East (mine grid) 535.91
North (mine grid) 6540.82
Z (mine grid) -58.37
Dip 77.04°
Dir 3.96°
Total length 1452

In ddh 2155 the mineralised intercept is from 1317.55 m to 1317.91 m with a true width of 0.33 m @ 2.98 %, 2.16 % Pb and 45 g/t Ag. The hole has gained new structural and stratigraphical data that will be incorporated in the geological model of the area. The hole is currently being twinned by wedging and additional drilling is being planned in the area.

Green field

Five new exploration licenses was granted south – south west of Zinkgruvan and one extension of a license was granted north west of Zinkgruvan. The licenses covers a total area of 8250 ha.

Two areas within the Lofallet exploration license have been surveyed by ground magnetics and IP during late 2004. Interpretation of the ground survey indicate anomalies some of which are interpreted as pyrrhotite horisons known to exist in the area, whereas others have unknown origin. Diamond drilling to test some of these targets is currently being planned.

Chief Geologist, ZMAB, Lars Malmström is a qualified person, member of The Australasian Institute of Mining and Metallurgy, Australia.

Outlook

The production for 2005 is planned to increase above 800,000 tonnes of ore. The zinc metal production is expected to be around 65,000 metric tonnes ("mt"), the lead metal production 32,000 mt and the silver production 2,100,000 Oz.

Lundin Mining Exploration

The Norrbotten Copper - Gold Project

Lundin Mining holds 98,791 ha, called the Norrbotten gold/copper project, of highly prospective ground in the Norrbotten mining district of Norrbotten County, northern Sweden. The project is located along the "Kiruna Break", an East-West trending fault system – an important structural feature in the area offset by numerous copper/gold and iron ore deposits

By an agreement formally executed on March 31, 2004, the Company acquired an option on certain gold-copper properties located in the Kiruna mining district of northern Sweden from Anglo American Exploration BV ("Anglo") and Rio Tinto Mining and Exploration Limited ("Rio"). The properties cover approximately 22,000 hectares and include the copper-gold mineralization found by Anglo-Rio in the Discovery Zone at Rakkurijarvi.

During the first half of the year the Company focused exploration drilling on the Rakkurijarvi Discovery Zone. A total of 26 drill holes were completed totaling 3,920 meters which expanded the known Rakkurijarvi copper/gold zone. Mineralized intercepts include 40.5 meters grading 1.4% copper and 0.3 gram gold per ton ("g/t") and 19.8 meters grading 1.6% copper and 0.4 g/t gold. A second drill program to further delineate the deposit was commenced in the fourth quarter.

In addition to the Rakkurijarvi deposit, the Company has several other targets in the district which are being examined by an ongoing mapping and surveying program designed to define targets for drilling.

On November 4, 2004, the Company announced a drilling program has been completed on the Ailatis copper-gold target, located within the area of the Anglo-Rio agreement.

The Ailatis target area is located 8 kilometers west of the Rakkurijarvi target. Drilling commenced in early September 2004 and was completed in late October 2004 of this year. Twenty-three drill holes totaling 2,559 meters were drilled to test a number of chargeability anomalies within an area of four square kilometers where basal till samples of bedrock indicate anomalous values in gold and copper. Underlying bedrock consists of highly altered mafic volcanics, gabbro and conglomerate. Numerous drill holes have been completed previously in the area by the Swedish Geological Survey in 1990, the best of which intersected 17.3 meters grading 0.88% copper. These are historical drill results reported before the implementation of National Instrument 43-101.


Encouraging copper mineralization was encountered in several scout drill holes designed to test anomalous trends defined by IP chargeability. In the eastern part of the area a single drill hole, AIL04023, intercepted 26 meters averaging 0.27% copper along a chargeability anomaly with an un-tested strike length of 1.5 kilometers. Drill hole AIL04005 intercepted 21.1 meters averaging 0.18% copper and drill hole AIL04009 intercepted 37.10 meters averaging 0.15% copper along a chargeability anomaly which is open to the west for 1 kilometer. Drill hole AIL04022 intercepted 10.85 meters averaging 0.29% copper and 11.5 meters averaging 0.22% copper along a chargeability anomaly with 2 kilometers of previously untested strike length.

All drill core was split, sampled and shipped to the preparation lab of North Atlantic Natural Resources AB in Uppsala, Sweden. Samples were subsequently shipped to ALS Chemex Labs in Vancouver, Canada for gold and multi-element analysis. The Qualified Person in charge of the project is Robert Lilljequist, professional consulting geologist.

Outlook

The regional geological setting is consistent with the IOCG model including the giant Olympic Dam deposit, and the Rakkurijarvi Discovery Zone is a new IOCG discovery which warrants continued drilling to define resources.

The drilling on the Discovery Zone has produced positive results. The best result has been 1.07% Cu and 0.27 g/t Au over 48.45 m in hole RAK04023 (including 12.80 m with 2.11% Cu and 0.52 g/t Au). The mineralized zones are, however, not yet sufficiently coherent to form a base for mineral resource estimation.

The Anglo/Rio Tinto Pahtohavare oxide target, adjacent to the past-producing mine, appears to have potential for the discovery of further copper oxide mineralization;

At Ailatis target, eight IP anomalies were tested and the best intersections were 26m with 0.27% Cu (Dh AIL04023), 37,1 m with 0.15% Cu (Dh AIL04009) and 26,3 m with 0.18% Cu (Dh AIL04005). The continuation of the IP anomalies tested by AIL04023 and AIL04005 towards the east remains to be tested by drilling.

The excellent land position in a highly prospective area warrants significant additional exploration.


NAN
Production Storliden

  Q4   12 months  
(100 PERCENT OF PRODUCTION) 2004 2003 2004 2003
Ore milled (tonnes) 68,670 87,622 286,749 333,363
Grades        
Copper (%) 3.53 3.57 3.07 4.1
Zinc (%) 10.12 9.15 8.41 11.0
Recoveries        
Copper (%) 91.8 91.6 89.7 91.0
Zinc (%) 92.1 91.5 91.0 90.6
Production        
Copper (tonnes) 2,396 2,869 8,254 12,435
Zinc (tonnes) 6,412 7,342 22,348 33,158
Total Cash Cost Usc/pound zinc * 16.7 23.7 11.3 20.0

* Total cash cost is the sum of direct costs, indirect cash costs, interest charges and by-product credits.

NAN Exploration

In addition to the Storliden mine, NAN holds exploration permits covering several areas in and around the Skellefte district. During the fall of 2004, NAN initiated an exploration program focusing on several targets:

Storliden Mine Area

In the Storliden Mine area NAN has identified several nearby target areas which are considered favorable for hosting another zinc-copper massive sulfide deposit.

A drill program was initiated to test targets located to the northeast and southeast of the Storliden orebody during the fourth quarter. As of the end of the period 9 drill holes have been completed for a total of 1,723 meters of drilling.

Zinc mineralization previously encountered about 400 meters northeast of Storliden was tested by one drill hole (STOB04-235) which intersected 2.6 meters averaging 1% zinc at a depth of 46 meters. The thickness and grade is not considered economic and the remaining potential of this "northeast zone" appears remote.

Three drill holes were completed in an area approximately 500 meters south of the Storliden deposit, targeted to test the possible extension of mineralization previously encountered in drill hole STOB02-232 in the year 2002. No mineralization was observed in any of these drill holes.

Five drill holes were completed on separate geophysical anomalies located from one to two kilometres south and east of the Storliden deposit. No noticeable mineralization was encountered in any of these holes and the source of the geophysical anomaly is attributed to iron sulfides (pyrrhotite) disseminated in volcanic sediments and tuffs.

Outlook

A number of targets remain to be tested and the drill program is expected to continue into the second quarter of this year.


The Lappvattnet Nickel deposit

This deposit is composed of nickel sulfide mineralization (pentlandite) hosted in ultramafic volcanic rocks and sheared gneiss. It has been traced by previous drilling for a strike length of 600 meters to a depth of 100 meters. Drill results reported in November of this year (see news release of November 10, 2004) indicate mineralization extends beyond 100 meters in depth and plunges to the east where it appears to be open for further expansion.

Outlook

The results of this drilling are considered sufficiently encouraging to justify continued drilling down-dip and along strike of the mineralization to the northeast. Additional new drill sites are currently being designed by NANs' exploration staff. This continuation of the drill program is expected to commence during the second quarter of 2005.

The Copperstone Project

This project consists of three separate copper prospects, A, B and C, where historical reports indicate copper mineralization grading from 1% to 2% copper exists in veins and disseminations in volcanic rocks over an area of approximately 3 square kilometers. Geophysical surveying by NAN has identified a number of drill targets indicative of copper sulphide mineralization.

A drill program consisting of ten scout drill holes was completed during the fourth quarter consisting of a total of 1,296 meters of drilling. These holes were designed to test the nature and extent of the source of the geophysical anomalies near existing mineralization and determine if additional drilling is justified. Visual inspection of the drill results indicates copper mineralization exists well beyond areas previously identified from past drill results (1971-1978) as indicated by the NAN geophysical survey results and, extensive further work is justified.

In the northern portion of the Copperstone project (Area "C") area five drill holes were completed on five separate geophysical anomalies, four of which encountered visible, weak to moderate copper mineralization.

In the southern portion of the Copperstone project area (Area "A") five drill holes were completed on four separate geophysical anomalies, all of which intersected indications of copper mineralization as well as lead and zinc.

Outlook

The results of the drill program will be reported in detail when all the drill core assays are available. Meanwhile, more detailed geophysical surveying is planned along with a detailed re-examination of historical drilling. This work is expected to lead to a more comprehensive drill program which is planned to commence within the next month.

The professional geologist in charge of exploration for NAN in the Skellefte district is Mr. Alain Chevalier who is a Qualified Person under the auspices of the Swedish Mining Association.


Metal prices and treatment charges

Compared to the fourth quarter last year, lead and zinc prices have been considerably higher. The zinc price is still lagging behind the other base metals, but the reduction in inventory levels on LME seen during the end of 2004 and the beginning of 2005 have caused the price of zinc to rise to a level not seen during the last seven years.

METAL PRICES (LME/LBMA) Q4 Change 12 months Change
(average) 2004 2003 % 2004 2003 %
Zinc, USD/tonne 1,025 969 5.8 1,039 829 25.3
Lead, USD/tonne 958 639 49.9 882 512 72.3
Silver, USD/oz 7.23 5.27 37.2 6.67 4.88 36.7
Copper, USD/tonne 3,076 2,227 38.1 2,935 1,799 63.1

The treatment charge ("TC), and refining charge ("RC"), for copper reached their lowest levels in 15 years during 2004. At the same time the TC for zinc reached the lowest level for 10 years and the TC for lead was also at a very low level.

Outlook

The outlook for metal prices in 2005 is in general still positive. The growth in demand, especially from Asia, is expected to continue during most of 2005 and this is not expected to be met by a similar increase in production. We expect that the zinc price will remain strong during the whole of 2005. In respect of the price of copper and lead we expect them to remain at high levels. It should be noted that the price of silver for all silver production from Zinkgruvan mine going forward has been fixed by the deal with Silver Wheaton. See above.

The production of copper concentrate has increased during 2004 and will most probably also increase during 2005 and this has already resulted in higher TC and RC. In respect of lead a small increase in the TC can be expected.

Currencies
EXCHANGE RATES Q4 Change 12 months Change
(average) 2004 2003 % 2004 2003 %
SEK/USD 0.14 0.13 +7.7 0.14 0.12 +16.7
SEK/CAD 0.18 0,17 +5.9 0.18 0.17 +5.9
USD/CAD 1.22 1.31 -6.9 1.30 1.42 -8.4

In January 2005 the Company entered into a hedge program covering hedging USD 18 million at the level USD 1: SEK 6.95.


Lundin Mining Corporation  
CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

     
  3 months 12 months
  10ct-31 Dec 10ct-31 Dec 1 Jan-31 Dec 1 Jan-31 Dec
Thousands of Canadian dollars 2004 2003* 2004 2003*
Sales (Note 1(j)) 27,434 51,927
         
Cost of sales –18,682 –37,292
         
Gross margin 8,752 14,635
Expenses        

General exploration and project investigation

–701 –395 –3,592 –1,029

Administration

–1,848 –175 –3,660 –458

Stock based compensation

–250 –100 –588 –100

Wages and benefits

–1,432 –52 –2,698 –116
  –4,230 –722 –10,538 –1,703
Other income/expenses        

Management fees

18 20 78 84

Interest income

209 29 536 259

Other income

33 189

Other expenses

–6 -399 –176 –399

Interest and bank charges

–66 –109 –266

Foreign exchange gains/losses

-2,627 –177 525 –326
  -2,373 –593 1,043 –648
Income/loss before the undernoted 2,149 -1,315 5,140 –2,351
Unusual items, net -320 244
Gain on sale of investment in NAN 873
Equity in income of NAN 334 606 1,724 2,907
Income/loss before income taxes 2,483 -1,029 7,737 800
Income taxes 69 151 –1,539 –546
Net income/loss for the period 2,552 -878 6,198 254
Basic earnings/loss per share 0.08 -0.11 0.28 0.03
Diluted earnings/loss per share 0.08 -0.11 0.28 0.03
Basic weighted average number of shares outstanding 30,583,572 7,745,647 22,160,451 7,718,880
Diluted weighted average number of shares        
outstanding 30,855,447 7,745,647 22,432,326 8,033,507
         
* Restated, see note 1        

Lundin Mining Corporation  
CONSOLIDATED BALANCE SHEETS (Unaudited)
     
Thousands of Canadian dollars 31 December 2004 31 December 2003*
     
ASSETS    

Current assets

   

Cash

104,977 9,097

Accounts receivable

16,650 124

Loan receivable from NAN

925

Investments (Note 3)

27,584

Inventories

5,577

Prepaid expenses

4,719 12
  159,507 10,159
     
Long term receivables 706
Investment in NAN (Note 2(c)) 8,493
Properties, plant and equipment    

Mining properties

205,550 257

Machinery and other technical equipment

21,145
Future income tax assets 6,629
Deferred financing costs (Note 1(j)) 2,697
  396,234 18,908
     
     

LIABILITIES

   
Current liabilities    

Accounts payable

11,488 776

Accrued expenses

7,907

Due to related parties (Note 5)

19 1,027

Income taxes payable

3,658

Other current liabilities

1,501

Current portion of deferred revenue (Note 1(j))

3,503
  28,076 1,803
     
Deferred revenue (Note 1(j)) 84,077
Provisions for pensions 16,148
Other provisions 13,488
Future income tax liabilities 45,995 1,024
  187,784 2,827
     

NON-CONTROLLING INTEREST

6,991

 

   

SHAREHOLDERS' EQUITY

   
Share capital (Note 4) 206,220 27,017
Contributed surplus 1,035 212
Deficit (Notes 1(a) and (c)) –5,705 –11,262
Cumulative translation adjustments –91 115
  201,459 16,081
     
  396,234 18,908
* Restated, see note 1.    

 


Lundin Mining Corporation  
CONSOLIDATED CASH FLOW STATEMENTS

(Unaudited)

  3 months 12 months
  10ct-31 Dec 10ct-31 Dec 1 Jan-31 Dec 1 Jan-31 Dec
Thousands of Canadian dollars 2004 2003* 2004 2003*
Cash flow from operating activities        

Net income/loss for the period

2,552 –878 6,198 254

Add/deduct non-cash items

       

Amortization of deferred revenue (Note 1(j))

–558 –558

Accrued interest

142 122

Depreciation and amortization

5,703 11,711

Stock based compensation

250 100 588 100

Gain on sale of investment in NAN

–873

Equity in income of NAN

–334 –606 –1,724 –2,907

Future income taxes

–69 -151 1,539 546

Provision for pensions and other

–365 –306

Unrealized foreign currency gains/losses

2,830 108 –1,047 163
         

Net changes in non-cash working capital items

       

Accounts receivable and other current assets

–1,416 –33 1,706 –79

Accounts payable and other current liabilities

2,027 133 –1,387 155

 

10,620 –1,185 15,847 –1,646
Cash flow from financing activities        

Common shares issued

1,433 9,842 154,133 9,842

Deferred revenue (Note 1(j))

60,589 60,589

Financing costs (Note 1(j))

–2,809 –2,809

Due to related parties

–70 49 –1,008 –665

Loans payable

–2,384 –2,344

Capital lease obligations

–52
  59,091 7,507 210,905 6,833
Cash flow for investing activities        

Acquisition of subsidiaries (Note 2(a-c))

6,100 –126,589

Mining properties and related expenditures

–3,280 –6,433 –16

Loan receivable

–44 680

Repayment of loan receivable from NAN

429 925 429

Proceeds from sale of mineral property

870 1,237

Proceeds from sale of shares in NAN

1,224
  2,820 1,255 –130,873 2,330
         
Increase in cash 72,531 7,576 95,879 7,517
         
Cash, beginning of period 32,446 1,522 9,098 1,581
         
Cash, end of period 104,977 9,098 104,977 9,098
Supplementary information regarding non-cash        
transactions        

Financing and investing activities

       

Investments in Silver Wheaton received as

       

proceeds from deferred revenue

27,584 27,584

Common shares issued for acquisition of NAN

22,639 22 639

Common shares issued for mineral property

       

acquisition

655

Common shares issued for acquisition expenses

1,370
50,223 52,248
Other supplementary information        

Interest paid

–63 18 109 76
         
* Restated, see note 1.        

Lundin Mining Corporation
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(UNAUDITED)

        Cumulative  
    Contributed   translation  
Thousands of Canadian dollars Share capital surplus Deficit adjustments Total
           
As at December 31, 2003 27,017 212 –10,204 115 17,140
           
Cumulative effect of changes in          
accounting policy (Note 1(c)) –1,058 –1,058
           
As at December 31, 2003, adjusted 27,017 212 –11,262 115 16,082
           
Cumulative effect of changes in          
accounting policy (Note 1(a)) 53 588 –641
           
Exercise of stock options and warrants 2,434 2,434
           
Transfer of contribute surplus on          
exercise of stock options 353 –353
           
Stock-based compensation 588 588
           
New share issues (Note 2) 176,363 176,363
           
Translation adjustments for the period –206 –206
           
Net result for the period 6,198 6,198
           
As at December 31, 2004 206,220 1,035 –5,705 –91 201,459

Lundin Mining Corporation
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2004 (Unaudited)

1.     Basis of Presentation

The unaudited interim consolidated financial statements of Lundin Mining Corporation (the "Company" or "Lundin Mining") are prepared in accordance with Canadian generally accepted accounting principles using the same accounting policies and methods of application as those disclosed in Note 2 to the Company's consolidated financial statements for the year ended December 31, 2003, except as described below.

These interim consolidated financial statements do not contain all of the information required by Canadian generally accepted accounting principles for annual financial statements and therefore should be read in conjunction with the Company's 2003 annual audited consolidated financial statements.

The acquisition of Zinkgruvan mine was completed on June 2, 2004 and the Company's statement of operations reflects Zinkgruvan operations from this date.

During the twelve months ended December 31, 2004, the Company made changes to its accounting policies as follows.

(a)    Stock-based compensation

Effective January 1, 2004, the Company adopted the amended recommendations of the CICA Handbook Section 3870, "Stock-based Compensation and Other Stock-based Payments". Under the amended standards of this Section, the fair value of all stock-based awards granted are estimated using the Black-Scholes model and are recorded in operations over their vesting periods. The compensation costs related to stock options granted after January 1, 2004 are recorded in operations.

Previously, the Company provided note disclosure of pro forma net earnings and pro forma earnings per share as if the fair value based method had been used to account for stock options granted to employees, directors and officers after January 1, 2002. The amended recommendations have been applied retroactively from January 1, 2002 without restatement of prior periods.

During the three months ended December 31, 2004, compensation expenses of CAD 250,000 were recorded in operations. During the twelve months ended December 31, 2004, compensation expenses of CAD 588,000 were recorded in operations.

(b)    Asset Retirement Obligations

On January 1, 2004, the Company adopted the recommendations of the CICA Handbook Section 3110, "Asset Retirement Obligations", which requires that the fair value of liabilities for asset retirement obligations be recognized in the period in which they are incurred. A corresponding increase to the carrying amount of the related assets is generally recorded and depreciated over the life of the asset. The amount of the liability is subject to remeasurement at each reporting period. The effect of the change had no material impact on the Company's consolidated financial statements.

(c)    Exploration expenses

The Company has retroactively changed its accounting policy for exploration costs, to be consistent with Zinkgruvan Mining AB ("ZM"). Exploration costs are now expensed instead of being deferred. The effect of this change was to decrease the net income for the three and twelve months ended December 31, 2003 by $ 291,000 ($0.04 per share) and $ 922,000 ($0.12 per share), respectively and to decrease mineral properties and increase the deficit as at December 31, 2003 by $1,058,000.


(d)   Certain of the comparative figures have been reclassified to conform to current year's presentation. As a result of the acquisition of Zinkgruvan (Note 2(a)) and NAN (Note 2(c)), and the transaction with Silver Wheaton (Note 3) the Company has also adopted the following accounting policies during the twelve months ended December 31, 2004.

(e)    Inventories

Consumables have been valued at weighted average cost less allowances for obsolescence. Ore and concentrate stocks have been valued at the lower of production cost and net realizable value.

(f)    Investments

The Company holds shares and warrants in Silver Wheaton (Note 3). The investments have been valued at the lower of cost and market value.

(g)    Properties, plant and equipment

Tangible fixed assets are recognized as an asset in the balance sheet when, based on available information, it is probable that the future economic benefits associated with the asset will flow to the Company and the cost of the asset can be measured reliably.

(h)    Provision for pensions

ZM has a defined benefit pension plan, which is unfunded. The provision for future benefits is in accordance with Canadian GAAP, using management's best estimate of expected salary escalation and retirement ages.

(i)    Depreciation and depletion

Depreciation is provided on a straight line basis over the estimated economic life of the assets as follow:

Buildings                                   20-50 years
Plant and machinery                  5-20 years
Equipment                                        5 years

Depletion of mining properties is made on a unit-of-production basis.

(j)    Deferred revenue and Financing costs

The Company has received an upfront payment in relation to the Silver Wheaton agreement (Note 3). Deferred revenue will be recognized as sales on delivery of the silver. Arrangement fees for the Silver Wheaton agreement shown as deferred financing costs, will be amortized to match deferred revenue recognition.

(k)    Other Provisions

A provision, i.e. assets retirement obligation, is recognized in the balance sheet when the Company has a legal or constructive obligation as a result of a past event, and it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount can be made.

2.     Acquisitions

(a)    Zinkgruvan Mine

The Company acquired, on June 2, 2004, a 100 percent interest in North Mining Svenska AB ("NMS") and a 100 percent indirect interest in Zinkgruvan Mining AB ("ZM") from Rio Tinto Plc ("Rio Tinto"). This 100% interest comprised all of the outstanding shares of NMS and a loan payable by NMS to Rio Tinto. ZM owns the Zinkgruvan mine located in Southern Sweden. The purchase price for NMS and ZM was US$ 100 million in cash plus payments of Swedish krona 39,699,129 for working capital and a US$ 1 million non-refundable deposit. In addition, the Company will pay Rio Tinto a maximum of US$ 5 million in price participation payments based on the performance of zinc, lead and silver prices for a period up to two years. The performance of lead and silver prices in the fourth quarter 2004 resulted in an additional payment of US$ 0.1 million (US$ 0.2 million for the period 2 June-31 December, 2004). This amount is also included in the purchase price described below.


The acquisition was financed through a public equity offering in Canada and Sweden. The Company issued 20 million common shares at a price of CAD 8 per common share for net proceeds of approximately CAD 152 million.

The acquisition has been accounted for using the purchase method. The current estimate of fair values of the net assets acquired was as follows:

Purchase price:

 

Cash paid

$144,848,291

Acquisition expenses paid by issue of shares

1,370,400

Acquisition expenses paid in cash

2,223,600

 

$148,442,291

Net assets acquired:

 

Cash

$ 14,289,071

Other working capital, net

2,470,706

Mining properties

175,236,088

Property, plant and equipment

21,546,761

Future income tax assets

3,865,891

Other long-term receivables

709,237

Future income tax liabilities

–40,307,452

Provisions for pensions

–15,919,768

Other provisions

–13,448,244

 

$148,442,291

The allocation of the purchase price is preliminary in nature and will be amended for events and information that comes to light subsequent to the date of these interim financial statements.

(b)    Norrbotten Property

By agreement dated March 31, 2004, the Company acquired a copper-gold property known as the Norrbotten Project located in the Kiruna mining district in northern Sweden from Anglo American Exploration BV ("Anglo") and Rio Tinto Mining and Exploration Limited ("Rio") (collectively, "Anglo-Rio"). The Company can earn a 100 percent interest in the property by expending a minimum of US$1 million in the first year and a total of US$6 million over a period of three years, and issuing 187,214 shares in the Company with a fair value of US$500,000 to Anglo-Rio. The shares have been issued. The Company has granted a four-year buy back right to Anglo-Rio for the purchase of 60 percent of any proven copper-gold deposit which meets a threshold equivalent to three million tonnes of contained copper (for example, 300 million tonnes at 1 percent Cu). The buy-back right will be at a price equal to three times the expenditures incurred by the Company. Any deposit developed that does not meet this threshold will carry a 2.25 percent NSR royalty to be paid to Anglo-Rio by the Company.

(c)    North Atlantic Natural Resources AB

On December 30, 2004 the Company acquired all of Boliden's 11,537,000 shares in NAN, corresponding to 36.9 percent of the shares and votes. The consideration for all of Boliden's NAN shares amounts to 2,176,800 newly issued Lundin Mining shares, corresponding to 6.5 percent of the shares and votes in Lundin Mining on an undiluted basis. Applying the market price paid on Toronto Stock Exchange for Lundin Mining's shares of CAD 10.40 (SEK 56.32), the total consideration for all of Boliden's NAN shares corresponds to CAD 22,638,720.


Prior to the acquisition of Boliden's NAN shares, Lundin Mining holds 11,580,000 shares in NAN, corresponding to 37.1 percent of the shares and votes. Following the acquisition, Lundin Mining holds 23,117,000 shares in NAN, corresponding to 74.0 percent of the shares and votes. A public offer in line with the Swedish Industry and Commerce Stock Exchange Committee's (Näringslivets Börskommitté (NBK)) mandatory bid rules is intended to be made to all remaining NAN shareholders in February 2005. The additional acquisition of 36.9 percent from Boliden AB has been accounted for using the purchase method. The current estimate of the fair values of the net assets acquired are as follows:

Purchase price:

   

Consideration paid with new shares

$ 22,638,720

 

$ 22,638,720

Net assets acquired:

   

Cash

$ 6,195,057

Other working capital, net

  2,551,263

Mining properties

  63,958,412

Property, plant and equipment

  236,326

Future income tax liabilities

  –11,232,135

Other provisions

  –357,379

 

  $61,351,544

Less:

   

Non-controlling interest

$ –15,951,401

Carrying value of prior investment in NAN

  –22,761,423

 

$ 22,638,720

The allocation of the purchase price is preliminary in nature and will be amended for events and information that comes to light subsequent to the date of these interim financial statements.

3.     Silver Wheaton Corporation

On December 8, 2004 the Company entered into an agreement with Silver Wheaton Corporation to sell all of its silver production from the Zinkgruvan mine to Silver Wheaton in consideration for an upfront cash payment of USD 50 million (CAD 60,589,000) and 30 million Silver Wheaton shares and 30 million whole share purchase warrants with an aggregate fair value of CAD 27,584,000, plus a per ounce payment at a price equal to the lesser of (a) USD 3.90 (subject to a consumer price adjustment after three years) and (b) the then prevailing market price per ounce of silver. Each warrant is exercisable at CAD 0.80 into one Silver Wheaton common share and expires on August 5, 2009.

Lundin Mining has agreed to deliver a minimum of 40 million ounces of silver to Silver Wheaton over a 25-year period. The Zinkgruvan mine is expected to produce approximately 2 million ounces of silver per year. If at the end of the 25-year period, Lundin Mining has not delivered the agreed 40 million ounces, then it will pay to Silver Wheaton USD 1.00 per ounce of silver not delivered.

At December 31, 2004 the quoted market value of the investments in Silver Wheaton aggregated to CAD 32.7 million.

4.     Share capital

The authorized and issued share capital is as follows:


(a)    Authorized:

Unlimited number of common shares with no par value and one special share with no par value.

Shares issued and outstanding

   

 

Number of Amount

 

shares (CAD'000)

Balance, December 31, 2003

9,776,457 27,017

Cumulative effect of change in accounting policy (Note 1(a))

- 53

Equity financing, net of financing expenses (Note 2(a))

20,000,000 151,698

Shares issued for payment of acquisition expenses

171,300 1,370

Shares issued to acquire a mineral property (Note 2(b))

187,214 655

Shares issued to acquire shares in NAN (Note 2(c))

2,176,800 22,639

Stock options exercised

380,000 798

Warrants exercised

727,500 1,637

Transfer of contributed surplus on exercise of stock options

- 353

Balance, December 31, 2004

33,419,271 206,220
     
(b)    Incentive stock options outstanding and held by directors, officers and employees of the Company are as follows:
     

 

Number of Weighted-Average

Options

Shares Exercise Price

Outstanding at December 31, 2003

585,000 $3.14

Granted in 2004

167,500 $8.05

Exercised in 2004

(380,000) $2.10

Outstanding at December 31, 2004

372,500 $6.41

 

   

As at December 31, 2004, 205,000 options outstanding expire on December 4, 2005, 100,000 expire on July 8, 2006 and 67,500 expire on October 6, 2006.

     
(c)    There were no share purchase warrants outstanding at December 31, 2004.

5.     Other related party transactions

During the twelve months ended December 31, 2004, charges from a company owned by the Chairman of the Company for management and administrative services were CAD 192,000 (2003 – CAD 153,000). At December 31, 2004, CAD 16,000 (2003 – CAD 13,000) was due to this company and is included in amounts due to related parties.

The Company earned CAD 78,000 and CAD 84,000 during the twelve months ended December 31, 2004 and 2003, respectively, in management fees for providing management services to NAN.

6.     Segmented Information

The Company is currently engaged in one operating segment, the acquisition, exploration and development of mineral properties, primarily in Sweden. Geographic segmented information is as follows:

In thousands of 1 Jan-31 Dec 1 Jan-31 Dec
Canadian dollars 2004 2003
Revenues (i)    
Sweden 54,376 3,166
Canada 78 84
  54,454 3,250

(i)     Consists of sales, interest income, management fee and other income, and the equity in the income of NAN.

The Company's properties, plant and equipment are located in Sweden and have a carrying value of $226,695,000 at December 31, 2004 ($257,000 at December 31, 2003). The increase in properties, plant and equipment is mainly due to the acquisition of ZM and NAN.

AGM

Lundin Mining's Annual General Meeting is scheduled for May, 2005.

Dividend

At the AGM, Lundin Mining's Board of Directors intends to recommend that no dividend be paid for 2004.

Annual Report

Lundin Mining's annual report will be distributed to shareholders by mail in May, 2005, and will be available at the Lundin Mining office in Stockholm from May, 2005.

Next report

The three months interim report for 2005 will be published on May 12, 2005.

 

 


SUPPLEMENTARY INFORMATION

1.     LIST OF DIRECTORS AND OFFICERS AT DECEMBER 31, 2004:

(a)    Directors:

Adolf H. Lundin
Brian D. Edgar
Edward F. Posey
John H. Craig
Lukas H. Lundin
Pierre Besuchet
William A. Rand

(b)    Officers:

Lukas H. Lundin, Chairman
Edward F. Posey, President
Karl-Axel Waplan, Executive Vice President Operations
Wanda Lee, Chief Financial Officer
Jean R. Florendo, Corporate Secretary

2.     FINANCIAL INFORMATION

The report for the first quarter 2005 will be published on May 12, 2005.

3.     OTHER INFORMATION

Address (Vancouver office):
Lundin Mining Corporation
Suite 2101
885 West Georgia Street
Vancouver B.C. V6C 3E8
Canada

Telephone: +1 604 689 78 42
Fax: +1 604 689 42 50

Address (Sweden office):
Lundin Mining AB
Hovslagargatan 5
SE-111 48 Stockholm
Sweden

Telephone: +46 8 545 074 70
Fax: +46 8 545 074 71

Website: www.lundinmining.com.

The corporate number of the Company is 306723-8.



Dates Referenced Herein   and   Documents Incorporated by Reference

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