METALLICA RESOURCES INC - Annual and Transition Report (foreign private issuer) (20-F) PART III

PART III

ITEM 17 Financial Statements

The following financial statements are attached and incorporated herein:


Description of Document	Page
Management’s Report dated April 5, 2004		F-1
Independent Auditors’ Report dated February 13, 2004 (except as to Note 14(c), which is as of March 24, 2004)		F-2
Consolidated Balance Sheets as at December 31, 2003 and 2002		F-3
Consolidated Statements of Operations and Deficit for the Years Ended December 31, 2003, 2002 and 2001		F-4
Consolidated Statements of Cash Flows for the Years Ended December 31, 2003, 2002 and 2001		F-5
Notes to Consolidated Financial Statements for the Years Ended December 31, 2003, 2002 and 2001		F-6

ITEM 18 Financial Statements

See Item 17.

ITEM 19 Exhibits

The following exhibits are attached and incorporated herein:


	Description of Document
1.2	Certificate of Incorporation	*

1.2	Certificate of Continuance dated July 16, 2002	*

1.3	Articles of Continuance dated July 16, 2002	*

1.4	By-Laws dated July 16, 2002	*

4.1	Employment Agreement between the Company and Richard J. Hall dated June 5, 2001	*

4.2	Employment Agreements between the Company and Fred H. Lightner dated May 16, 1997, April 1, 1999 and November 8, 1999	*

4.3	Employment Agreement between the Company and Bradley J. Blacketor dated May 16, 1997	*

4.4	Shareholder Rights Plan Agreement dated March 19, 1999	*

4.5	Loan Agreement between Metallica Barbados Inc. and Richard J. Hall dated June 26, 2000	*


	Description of Document
4.6	Richard J. Hall Subscription Agreement dated November 8, 1999	*

4.7	Richard J. Hall Warrant Agreement dated November 8, 1999	*

4.8	Noranda Exploration Agreement dated September 14, 1999	*

4.9	Noranda Exploration Agreement dated February 10, 2000	*

4.10	Stock Acquisition and Shareholders’ Agreement between Raleigh Mining International Limited and Cambior de Mexico S.A. de C.V. and Minera San Xavier S.A. de C.V. dated January 21, 1998	*

4.11	Share Purchase Agreement between Glamis de Mexico, S.A. de C.V., Raleigh Mining International Limited, Metallica Resources Inc. and Minera San Xavier, S.A. de C.V. dated February 12, 2003	*

4.12	Mining Contract dated December 30, 2003 between Minera San Xavier, S.A. de C.V., Metallica Resources Inc. and Washington Group Latin America, Inc. for contract mining and related construction services for the Cerro San Pedro project

4.13	Contract for Construction dated March 3, 2004 between Minera San Xavier, S.A. de C.V. and Mextica de Mexico S. de R.L., de C.V., for procurement, supply, installation and construction of certain facilities at the Cerro San Pedro project

4.14	Agreement between Glamis de Mexico, S.A. de C.V., et. al. and Minera San Xavier S.A. de C.V., et. al. dated March 24, 2004 to acquire Glamis’ royalty interest in the Cerro San Pedro project

4.15	Lease between Ejido Cerro de San Pedro and Minera San Xavier, S.A. de C.V. dated February 6, 1997 [English Translation]

8	Subsidiaries of the Company

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

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

13.1	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

13.2	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

* Previously filed.

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