92
Financial Statement 2011 Forest recovered after the mining intervention, Bajo Cauca Antioqueño

Financial Statement 2011

Embed Size (px)

DESCRIPTION

Mineros 2012

Citation preview

Page 1: Financial Statement 2011

Financial Statement2011

Fore

st re

cove

red

afte

r the

min

ing

inte

rven

tion,

Baj

o Ca

uca

Ant

ioqu

eño

Page 2: Financial Statement 2011

Financial statement2011

Page 3: Financial Statement 2011

Management Report1

Page 4: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .4

SHAREHOLDERS’ MEETINGMARCH 21 OF 2012

Messrs. Shareholders:

We are pleased to present to your consideration the results and activities of fiscal year 2011.

We wish to express our deep sorrow for the decease last year of Mr. Carlos Pacheco Devia, who for many years chaired the Company’s Board of Directors with his characteristic sense of honesty and courage that guided us through the most difficult days. The management thanks him and his family for the teachings and support offered for so many years.

I - EXTERNAL ISSUES

The price of gold showed a positive behavior in 2011; the metal price saw 10.05% advance since the end of year 2010 (1,420.78 USD/troy oz.) and closing of 2011 (1,563.70 USD/troy oz.). The minimum along the year was 1,308.25 USD/troy oz. and the maximum 1,921.25 USD/troy oz. According to experts, this volatility arouse from sovereign debt problems in the Eurozone countries, and the low debt rating of the United States, France, Italy, and other countries.

From the supply standpoint, world mining production along 2011 increased 4% with respect to that of 2010, reaching a new historic record of 2,809.50 tons.

In turn, demand from jewelry making decreased 2.7%, due to the metal’s high prices, and there were no meaningful changes in the use of gold in technology; as to investment, there was around 5% increase; even though demand of ETFs replicating price behavior fell by 58% (154 tons in 2011), that of physical gold (coins and ingots) saw 23.91% increase (1,486.70 tons in 2011).

New supply increases are expected in 2012, due to commissioning of new mining projects, mainly in China and the United States; however, pressure on demand, mainly as an investment asset, is expected to keep on the up side.

The current macroeconomic milieu makes 2012 another prospective positive year for gold prices; the Eurozone and the United States will both keep lax monetary policies in order to balance their economies, which will keep gold in high demand, as an investment asset.

Management report

Page 5: Financial Statement 2011

M A N A G E M E N T R E P O R T 5

MA

NAG

EMEN

T REPORT

II - OUTPUT In 2011, the Company produced 3,604 kilos of fine gold, equivalent to 115,868 ounces, including 20,655 ounces from the subterranean operation, 18% up on 2010. Additionally, the company produced 2,419 kilograms of silver. Total volume of alluvial deposits removed was 24,637,587 cubic meters, with 64,607 tons for operation at La Ye Mine.

III - HIGHLIGHTS

1. MINING SECTORSince the mining-energy sector was listed as one of the country’s economic development powerhouses, it has become a permanent media and State entity issue. Despite the talk of a mining boom, the reality so far is no more than the great interest on the part of foreign companies to consolidate projects in Colombia; due to that, significant investments have been made in various regions of the country, without any new mining project anywhere close to operation start-up phase. Some of the most outstanding projects in terms of potential are

awaiting environmental and social permits, and are still in exploration phase.

This notoriety has spurred interest from diverse sectors who aim to impose higher levies on mining, especially as regards to royalties, which could render many of the current projects inviable.

A recently finished study of the Government Take of the mining sector on international standards shows that, in various cases, the sector’s levies in Colombia are on par with, and even higher than, those in Latin American countries vying with Colombia for foreign investment in the area.

Another aspect that might affect the future of mining in Colombia is environmental policy instability: it takes a mining project between 6 and 8 years to enter operation if the studies are conducted on basis different from those in force at start-up, which has the potential to render projects inviable.

Inasmuch as the country fails to commission a large-scale mining project, we cannot speak of a mining “boom”, since everything is just expectations.

Output (ounces) and volume m3.Alluvial operation

(Thousands)

Oun

ces

Year

Page 6: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .6

2. PUBLIC ORDERWe are worried to see how the public order situation has been deteriorating in the Company’s operations region. Delinquent actions by outlawed groups had important negative impact on our work time, production results, and repair costs of damage to our power system. This latest item saw expenditure exceeding 3 thousand million pesos. In the same way, and for the same reason, exploration plans have become more difficult and more expensive to implement, due to their location in areas of difficult handling, which calls for all types of precautions to be taken so as to advance in the programs with the least possible risk for our associates.

Support from the authorities has been relentless, and we hope that future improvement of this situation will allow us to operate more efficiently; however, along the current year, incursions against our electric infrastructure have been frequent.

3. LABOR RELATIONSIn May, a new Collective Bargaining Agreement was signed with Sintramienergética, El Bagre chapter, which covers the workers operating for MINEROS S.A.; it will be in force until April 30, 2013.

In the second half of the current year, a new negotiation needs to be conducted for Operadora MineraS.A.S., the company in charge of exploitation and processing at the La Ye Mine, given that the current agreement will be expiring October 31, 2012.

In the field of human resources management, we keep intent on the permanent improvement of our processes, in order to reach daily bettering of our absenteeism levels, accident rate and work climate.

4. INSURANCELast year, it was possible to hire coverage for the risks of fire and terrorism for the Company’s dredges; however, reinsurers are demanding a series of conditions with the potential to make insurance continuation inviable, should an agreement fail to be reached.

Again, we propose a reserve of $2,400 million as part of the income distribution plans, earmarked for coverage

of accidents in the production units. With this additional reserve, we would reach the sum of $20,700 million.

5. GROWTH PLANIn development of our future plans, we have embarked in intense search for new projects. The work carried out in 2011 can be summarized thus:

A. A total $36,000 million investment was made in exploration, to reach inferred reserves of 1,347,000 tons of mineral and 143,000 ounces of indicated and measured gold reserves.

B. Investment of USD2,018,273 was made in the company QUIA RESOURCES, listed in the Toronto Stock Exchange. This company owns assets in the Guamocó region, (Southern Bolívar Province), where an exploration campaign has yielded promising results. MINEROS S.A. has 10.9% stake in it.

C. A confidentiality agreement was signed with the American company GOLDSANDS in order to advance a Due Diligence that will allow us to establish the viability of purchasing stake of this company in Peru. An exploration campaign will be conducted to estimate resources.

6. ASSOCIATED COMPANIES

A. EXPLORADORA MINERA S.A.S.This is the company through which exploration and search of new projects are carried out. Along last year, it conducted regional and local exploration activities in seven projects located in the provinces of Antioquia, Caldas, Tolima and Bolívar.Exploration work was done in various stages: at the regional level, to identify the best zones with geological-mining potential, reaching definition of 16,000 meters of vein-type structures. At the local level 35,290 meters of drilling and 1,781 meters of exploration tunnels were made, and 7,354 samples were taken for laboratory analysis.

The company posted income for $145 million, and finished the year with 419 workers in its payroll.

Page 7: Financial Statement 2011

M A N A G E M E N T R E P O R T 7

MA

NAG

EMEN

T REPORT

B. OPERADORA MINERA S.A.S LA YE MINEMina La Ye Mine operation was under the initially estimated levels, due to technical difficulties in the Processing Plant; as we reported in the latest Shareholders’ Meeting. We have devoted a great amount of resources to bring its capacity to 410 daily tons, a figure we expect to reach by mid 2012.

On the other hand, we will make a big effort in 2012 in the area of exploration in order to augment the mine’s reserves, given that the formation has difficult geological features, and that securing reserves in neighboring areas is necessary.

C. PROYECTO SABALETAS S.A.S.Exploitation of the slag of the old El Zancudo mine in Titiribí (Antioquia province) ended in December. This project was profitable for the company, and it is currently in operation closing phase.

Its results along the year were:

- 100.4 kilos of gold output - $2,782 million net income for the period

D. COMPAÑÍA MINERA DE ATACO S.A.S.Compañía Minera de AtacoS.A.S.is a company created in Tolima province, whose main purpose is gold mining exploration and exploitation through mining concession contracts 4971 and 4974, located in the Municipalities of Ataco and Chaparral in Tolima province. Landowners of the area where operation will be conducted will have 23% shareholding.

Along the year, environmental impact studies were conducted in order to obtain environmental licenses; their disclosure to the community and local authorities is still pending, as is definition from the environmental authority.

7. OTHER

A. UNIPALMA DE LOS LLANOS S.A.MINEROS S.A. owns 17.4% stake at this corporation. In

2011 output was 61,428 tons of fruit and net income stood at $7,215 million.

B. CROPSAs part of the compensation program being conducted by the Company in the municipalities of Lower Cauca River, we started plantation of 300 additional hectares of rubber in the vicinity of the present plantation.Harvest of the oldest trees is planned to start this year, for which such purpose we will set up a small processing plant. This project will be of special importance for the region, because given the significant area already planted, it could become a collection and processing center for the region’s other growers.

8. SOCIAL RESPONSIBILITY In keeping our commitment to the company’s social responsibility in its area of influence, and seeking the inhabitants’ well-being and the enhancement of the towns’ self-management abilities, we have developed a wide program spanning several fronts. The efforts of our team of experts in these areas are already bearing fruit, especially as regards to housing, health, education, and community management. The Sustainability Report attached shows our endeavors for 2011.

9. FUNDACIÓN MINEROS S.A.Fundación Mineros S.A., created in the year 2010, has as one of its aims the establishing of inter-institutional covenants that will allow incorporation of new resources to develop actions leading to improve the life standards of the communities located in the Company’s mining operation’s zone of influence; for such, in the year 2011, the Foundation allotted resources amounting to $1,200 million for social investment, and through voluntary contribution from the company’s associates and staffers, as well as alliances with other entities, it obtained resources of $2,300 million destined to health, education, basic sanitation, social infrastructure, recreation and entrepreneurship projects.

Page 8: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .8

10. ACKNOWLEDGMENTS In 2011, the Company received the following recognitions for its outstanding work in the social and environmental fields.:

- AWARD TO RESPONSIBLE MINING - Granted by the Government of Antioquia Province and Corporación Calidad.

- AWARD TO ENVIRONMENTAL RESPONSIBILITY 2011 - Silver Seal and Special Mention - Granted by Fundación Siembra Colombia and the British Embassy.

- SEAL FOR EQUITY IN ANTIOQUIA - Granted by Alianza por la Equidad and the Government of Antioquia Province.

- POSTULATION: Orbe Award by the French Embassy.

Total Cost and Cash Cost per ounce

Reve

nues

Total Cost Cash Cost total

Page 9: Financial Statement 2011

M A N A G E M E N T R E P O R T 9

MA

NAG

EMEN

T REPORT

IV - FINANCIAL ANALYSIS

Sales, at $339,939 million, were 48.7% higher than in 2010. Total output went to export reaching a net sum of USD 183.9 million. Average price at USD 1,587.30 per ounce equals 30% increase over 2010. In pesos per gram, 26.01% increase was due to the Colombian peso revaluation. - Operating income totaled $172,661 million: 94% up

on 2010. - Net income was $115,802 million, 26% up on the

period under comparison. - Financial Revenues: At the end of the fiscal year, the

company showed an investment portfolio worth $144,235 million, of which 7% corresponds to shares quoted in the Stock Exchange, 4% to investments abroad, and the balance, to fixed-income securities in Colombia.

- Revenues from this activity included $93 million from sale of investments, $572 million from dividends, and $6,905 million from yield of fixed-income securities.

- As of December 31st 2011, appreciation of shares listed on the Stock Exchange reached $222 million.

- EBITDA: EBITDA amounted to $210,845 million equivalent to 62.02% of sales.

- EVA: EVA accumulated for the year stands at $99,840

million, 74.33%.

- Equity: Shareholders’ equity increased 14.72% from $380,534 million to $436,568 million; corresponding book value per share including appreciation is $1,668.28.

- During the year, the stock of MINEROS S.A. saw 36.75% depreciation vis-à-vis 18.27% drop in the IGBC.

- Indebtedness: Along the year, the Corporation kept external indebtedness levels at a minimum, using bank credit for routine treasury operations only.

- Operating margin stands at 51% whereas in 2010 it was 39%.

- Net income margin was 34% compared to 41% in 2010.

- Such variation is due essentially to the provision for income tax given that the tax rate during 2011 was 32.93% vs. 24.60% in 2010.

V - VARIOS

A. In 2011, commercial operations for $2,172 million related to insurance premiums for the different policies covering the Company were conducted with Compañía de Seguros Colpatria, with which members of the Board of Directors have economic links. Insurance policies were hired with Colpatria under optimal market conditions, upon quote from other insurance companies.

B. No other operation with companies in which Board of Directors’ members or the company’s managers have direct or indirect economic interest was carried out along the year 2011.

C. In order to comply with Law 603/2000 that amends Article 47 of Law 222 of 1995, it is hereby informed that decision regarding annulment of requirements by DIAN to the corporation for payment of tax on gold corresponding to the March - December of 1998 period, is still pending, as has been reported in past years.

D. Production planning for 2012 indicates 3,430 kilograms of fine gold output. Based on gold price outlook, and provided the Peso holds its exchange rate in a stable manner, the Company’s economic results will comply with our shareholders’ expectations.

E. The managers and the Board of Directors certify full compliance by the company with all regulation regarding intellectual property and copyrights.

F. The Corporation’s legal representative certifies that in 2011, the Management verified the correct operation of the systems for disclosure and control of financial information established in

Page 10: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .10

the company, in compliance with paragraph of Article 47 of Law 964 of 2005.

G. According to verification conducted by our legal counsels, the Company faces no legal processes that may jeopardize its economic stability.

This report contains, as a part of itself, the provisions of article 446 of the Code of Commerce. The books and reports mandated by Law have been made available to the shareholders since convening date of this meeting.

The board of directors and the management want to thank the effort and dedication of our employees and workers to achieve the results we are reporting today.

Eduardo Pacheco CortésJosé Fernando Llano EscandónSantiago Vásquez HauptSantiago Perdomo MaldonadoMiguel Urrutia MontoyaAlberto Mejía HernándezÁlvaro Escobar Restrepo

Beatriz E. Uribe R.President

February 22, 2012

Page 11: Financial Statement 2011

Statutory Auditor’s Report

2

Page 12: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .12

To the shareholders of MINEROS S.A.:

I have audited the balance sheets of MINEROS S.A. at December 31, 2011 and 2010 and the corresponding statements of income, of changes in shareholders’ equity, of changes in financial position, and of cash flows for the years then ended, as well as the summary of the main accounting policies and other explanatory notes.Management is responsible for the preparation and correct presentation of the financial statements in conformity with the accounting principles generally accepted in Colombia. Such responsibility includes: designing, implementing and maintaining an internal control system adequate for the preparation and presentation of the financial statements, free from significant errors due to fraud or error, selecting and applying appropriate accounting policies, and establishing the accounting estimates that are reasonable under the circumstances.My responsibility is to audit said financial statements and express an opinion thereon based on my audits. I obtained the information necessary to comply with my duties and carry out

my work in accordance with auditing standards generally accepted in Colombia. Those standards require that I plan and perform the audit to satisfy myself that the financial statements are free from significant errors. An audit of financial statements includes examining, on a test basis, the evidence supporting the amounts and disclosures included in the financial statements. The audit procedures selected depend on the auditor’s professional judgment, including an evaluation of the risk of significant errors in the financial statements. In evaluating the risk, the statutory auditor considers the Company’s internal control relevant for the preparation and reasonable presentation of the financial statements, in order to design audit procedures appropriate to the circumstances. An audit also includes evaluating the accounting principles used and the significant accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements. I consider that my audits provide a reasonable basis for the opinion which I express.In my opinion, the aforementioned financial

Statutory auditors’ report

Page 13: Financial Statement 2011

STATUTO

RY AUD

ITOR´S REPO

RT

S T A T U T O R Y A U D I T O R ´ S R E P O R T 13

statements, taken from the accounting books, present fairly, in every significant aspect, the financial position of MINEROS S.A. as of December 31, 2011 and 2010, the results of its operations, the changes in its equity, the changes in its financial position, and its cash flows for the years then ended, in conformity with accounting principles generally accepted in Colombia, applied on uniform basis.Also, based on the scope of my audit, I report that the Company’s books were kept in conformity with legal requirements and accounting techniques; the transactions recorded in the accounting books and the administrators’ acts complied with the bylaws and the decisions of the Shareholders’ Meeting and the Board of Directors; the correspondence, the accounting vouchers and the minutes books and share register were properly kept and safeguarded; the management report agrees with the basic financial statements; and the Company is not in

default with the contributions to the Integral Social Security System. My evaluation of the internal control carried out in order to establish the scope of my audit tests did not reveal that the Company had not followed adequate measures with respect to internal control and the preservation and custody of its assets and those of third parties in its possession.

LINA MARÍA VELÁSQUEZ ÁLVAREZStatutory AuditorT.P. 61321-TDesignated by Deloitte & Touche Ltda.

February 23, 2012

Page 14: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .14

Page 15: Financial Statement 2011

Financial Statements3

Page 16: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .16

Certification of Financial Statements

Shareholders’ MeetingMarch 21 of 2012

Page 17: Financial Statement 2011

FINA

NCIA

L STATEMEN

TS

F I N A N C I A L S T A T E M E N T S 17

The undersigned, Legal Representative and Chief Accounting Officer of the company, under whose responsibility the financial statements were prepared, in compliance with the bylaws, hereby declare that they have previously verified the assertions therein contained, which have been faithfully taken from the books.

In my capacity as Legal Representative of MINEROS S.A., and in compliance with Article 46 of Law 964 of 2005, I hereby certify that the general-purpose financial statements of this corporation as on December 31, 2011, and their corresponding notes, do not contain defects, inaccuracies or errors that prevent ascertaining the true financial position and operations of the company.

BEATRIZ E.URIBE RESTREPOPresident

BEATRIZ E.URIBE RESTREPOPresident

HÉCTOR TRESPALACIOS T.Chief Accounting Officer

Mat. 32758-T

Page 18: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .18

MINEROS S.A.Balance Sheet at December 31, 2011 and 2010(In thousands of Colombian pesos)

LINA MARÍA VELÁSQUEZ ÁLVAREZStatutory AuditorT.P. 61321-TDesignated by Deloitte & Touche Ltda.(See attached opinion)

BEATRIZ E.URIBE RESTREPOPresident0

HÉCTOR TRESPALACIOS T.Chief Accounting OfficerProfessional Card No. 32758-T

ASSETS 2011 2010

Note

CURRENT ASSETS

Cash 653.360$ 885.109$

Marketable securities 4 144.235.010 102.762.113

Subtotal - cash and cash equivalents 144.888.370 103.647.222

Accounts receivable 3 43.083.811 18.607.678

Prepaid expenses 5 6.254.154 2.393.209

TOTAL CURRENT ASSETS 194.226.335 124.648.109

PROPERTY, PLANT AND EQUIPMENT 6

Cost of assets 244.355.157 223.955.649 Accumulated depreciation -125.905.956 -104.749.643

118.449.201 119.206.006

Long-term accounts receivable 7 5.139.064 5.584.030 Inventories 8 33.259.063 25.220.996 Long-term investments 9 18.179.461 17.094.870 Other assets 10 87.156.204 67.789.647

143.733.792 115.689.543

RE-APPRAISALS 12 58.209.152 61.015.451

TOTAL ASSETS 514.618.480$ 420.559.109$

MEMORANDUM ACCOUNTS 21 253.210.802 272.984.484

Page 19: Financial Statement 2011

FINA

NCIA

L STATEMEN

TS

F I N A N C I A L S T A T E M E N T S 19

MINEROS S.A.Balance Sheet at December 31, 2011 and 2010(In thousands of Colombian pesos)

LINA MARÍA VELÁSQUEZ ÁLVAREZStatutory AuditorT.P. 61321-TDesignated by Deloitte & Touche Ltda.(See attached opinion)

BEATRIZ E.URIBE RESTREPOPresident0

HÉCTOR TRESPALACIOS T.Chief Accounting OfficerProfessional Card No. 32758-T

LIABILITIES AND EQUITY 2011 2010

Note

CURRENT LIABILITIES

Financial liabilities 13 145.654$ 87.173$

Suppliers 14 3.762.222 3.540.602

Accounts payable 15 12.317.753 9.565.023

Taxes, liens and duties 16 40.814.283 16.098.923

Labor liabilities 17 3.513.009 3.276.791

Dividends payable 18 7.647.494 6.768.958

TOTAL CURRENT LIABILITIES 68.200.415 39.337.470

Equity tax payable 16 9.139.537 - Retirement pensions 19 710.273 687.418

TOTAL LIABILITIES 78.050.225 40.024.888

SHAREHOLDERS' EQUITY

Capital stock 20 158.953 158.953Additional paid-in capital 20 1.551.099 1.551.099Equity revaluation 20 16.912.520 35.191.596Revaluation surplus 12 58.209.152 61.015.451Reserve for repurchase of shares 20 11.191.283 11.191.283Treasury stock -5.611.007 -5.611.007Other appropriated reserves 20 238.353.860 185.166.909Year's income 115.802.395 91.869.937

TOTAL SHAREHOLDERS’ EQUITY 436.568.255$ 380.534.221$

TOTAL LIABILITIES ANDSHAREHOLDERS’ EQUITY 514.618.480$ 420.559.109$

MEMORANDUM ACCOUNTS 21 253.210.802$ 272.984.484$

The accompanying notes are an integral part of these financial statements

Page 20: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .20

MINEROS S.AIncome StatementFor the years ended December 31, 2011 and 2010(In thousands of Colombian Pesos, except net income per share)

2011 2010

Note

PRECIOUS METALS PRODUCTION 22 $ 339.939.249 228.614.687$

PRODUCTION COSTS 157.085.067 129.860.271

ADMINISTRATION EXPENSES 10.192.939 9.929.259

----------------------- -------------------------

Operating income 172.661.243 88.825.157

NON-OPERATING REVENUES (EXPENDITURES), NET 23 -12.043 33.012.452

Income before income tax provision 172.649.200 121.837.609

INCOME TAX PROVISION 16 -56.846.805 -29.967.672

YEAR'S NET INCOME 115.802.395 91.869.937

NET INCOME PER SHARE 442,52$ 351,07$

The accompanying notes are an integral part of these financial statements

LINA MARÍA VELÁSQUEZ ÁLVAREZStatutory AuditorT.P. 61321-TDesignated by Deloitte & Touche Ltda.(See attached opinion)

BEATRIZ E.URIBE RESTREPOPresident0

HÉCTOR TRESPALACIOS T.Chief Accounting OfficerProfessional Card No. 32758-T

Page 21: Financial Statement 2011

FINA

NCIA

L STATEMEN

TS

F I N A N C I A L S T A T E M E N T S 21

MIN

ERO

S S

.A.

Stat

emen

t of c

hang

es in

shar

ehol

ders

’ equ

ityFo

r the

yea

rs e

nded

Dec

embe

r 31,

201

1 an

d 20

10(In

thou

sand

s of

Col

ombi

an p

esos

)

Cap

ital

Bal

ance

s at

Dec

embe

r 31

, 200

915

8.95

3$

1.55

1.09

9$

11.1

91.2

83$

(5.6

11.0

07)

$

79.4

77$

14

.735

.253

$

-$

95

.405

.535

$

110.

220.

265

$

114.

676.

380

$

36

.432

.965

$

43

.029

.748

$

6.

904

$

31

1.65

6.59

0$

Tra

nsfe

r of

inco

me

-

-

-

-

-

2.

400.

000

1.

000.

000

72.5

46.6

4475

.946

.644

-114

.676

.380

-

-

-

(3

8.72

9.73

6)

Gift

-

-

-

-

-

-

-1.0

00.0

00-

(1.0

00.0

00)

-

-

-

-

(1

.000

.000

)

Equ

ity ta

x-

-

-

-

-

-

-

-

-

-

(1

.241

.369

)

-

-

(1

.241

.369

)

Yea

r's in

com

e -

-

-

-

-

-

-

-

-

91.8

69.9

37-

-

-

91.8

69.9

37

Yea

r's m

ovem

ents

-

-

-

-

-

-

-

-

-

-

-

17

.985

.703

(6.9

04)

17

.978

.799

Bal

ance

s at

Dec

embe

r 31

, 201

015

8.95

3$

1.55

1.09

9$

11.1

91.2

83$

(5.6

11.0

07)

$

79.4

77$

17

.135

.253

$

-$

16

7.95

2.17

9$

185.

166.

909

$

91.8

69.9

37$

35.1

91.5

96$

61.0

15.4

51$

-$

38

0.53

4.22

1$

Tra

nsfe

r of

inco

me

-

-

-

-

-

2.

400.

000

1.

000.

000

50.7

86.9

5154

.186

.951

-91.

869.

937

-

-

-

(3

7.68

2.98

6)

Gift

-

-

-

-

-

-

-1.0

00.0

00-

(1.0

00.0

00)

-

-

-

-

(1

.000

.000

)

Equ

ity ta

x-

-

-

-

-

-

-

-

-

-

(1

8.27

9.07

6)

-

-

(18.

279.

076)

Yea

r's in

com

e -

-

-

-

-

-

-

-

-

115.

802.

395

-

-

-

11

5.80

2.39

5

Yea

r's d

ecre

ase

-

-

-

-

-

-

-

-

-

-

-

(2.8

06.2

99)

-

(2.8

06.2

99)

Bal

ance

s at

Dec

embe

r 31

, 201

115

8.95

3$

1.55

1.09

9$

11.1

91.2

83$

(5.6

11.0

07)

$

79.4

77$

19

.535

.253

$

-$

21

8.73

9.13

0$

238.

353.

860

$

115.

802.

395

$

16

.912

.520

$

58

.209

.152

$

-

$

436.

568.

255

$

The

acc

ompa

nyin

g no

tes

are

an in

tegr

al p

art o

f the

se fi

nanc

ial s

tate

men

ts

AP

PR

OP

RIA

TE

D

Add

ition

al

Pai

d-in

ca

pita

l

Res

erve

fo

r re

purc

hase

of

sha

res

Tre

asur

y S

tock

Lega

l R

eser

ve

Res

erve

fo

r as

set

prot

ectio

n

Res

erve

fo

r gi

ftsR

eser

ve

avai

labl

e to

sh

areh

olde

rs'

mee

ting

Tot

al o

ther

re

serv

esY

ear's

In

com

eE

quity

R

eval

uatio

nR

eval

uatio

n S

urpl

usS

urpl

us

from

equ

ity

met

hod

Tot

al e

quity

LIN

A M

ARÍ

A V

ELÁ

SQU

EZ Á

LVA

REZ

Stat

utor

y A

udito

rT.

P. 6

1321

-TD

esig

nate

d by

Del

oitt

e &

Touc

he L

tda.

(See

att

ache

d op

inio

n)

BEAT

RIZ

E.U

RIBE

RES

TREP

OPr

esid

ent0

H

ÉCTO

R TR

ESPA

LACI

OS

T.Ch

ief A

ccou

ntin

g O

ffice

rPr

ofes

sion

al C

ard

No.

327

58-T

Page 22: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .22

MINEROS S.A.Statement of changes in financial positionFor the years ended December 31, 2011 and 2010(In thousands of Colombian pesos)

2011 2010Financial resources generated by operations Net income of the period $ 115.802.395 91.869.937$

Add (less) charges (credits) not affecting working capital

Depreciation 21.708.732 20.206.054Inventory amortization 2.543.491 4.271.431Other assets amortization 13.931.280 10.226.520Loss on investment trading - 26.720Retirement pensions 22.855 80.186Reimbursement of provisions - -68.199Income from the sale of fixed assets -108.439 - Income from equity method -3.909.591 -3.688.396 *

Working capital provided by operations 149.990.723 122.924.253

Sources of funds

Decrease in long-term accounts receivable 444.966 - Increase in long-term investments - net 2.824.999 -197.596 *Increase in equity tax payable 9.139.537 -

Total Sources of Funds 162.400.225 122.726.657 Use of funds

Long-term accounts receivable - 445.940Addition to property, plant and equipment 20.843.488 22.213.171Dividends declared 37.682.985 38.729.735Increase (decrease) in inventories 10.581.558 7.311.043Increase in other assets 33.297.837 19.637.743Equity tax 18.279.076 1.241.369Gifts 1.000.000 1.000.000

Total Uses of Funds 121.684.944 90.579.001

Increase in working capital 40.715.281$ 32.147.656$

CHANGES IN WORKING CAPITALCOMPONENTS:

Increase (decrease) in current assets 69.578.226 27.125.903

Cash -231.749 370.244 Marketable investments 41.472.897 22.901.339 Accounts receivable 24.476.133 1.461.111 Prepaid expenses 3.860.945 2.393.209

Decrease (increase) in current liabilities -28.862.945 5.021.753

Financial liabilities -58.481 -10.495 Suppliers -221.620 -920.906 Accounts payable -2.752.730 39.210 Taxes, liens and duties -24.715.360 -2.652.616 Labor liabilities -236.218 -325.165 Dividends payable -878.536 -767.176 Other liabilities - 9.658.901

INCREASE IN WORKING CAPITAL 40.715.281 32.147.656

* Reclassified for comparative effects

The accompanying notes are an integral part of these financial statements

LINA MARÍA VELÁSQUEZ ÁLVAREZStatutory AuditorT.P. 61321-TDesignated by Deloitte & Touche Ltda.(See attached opinion)

BEATRIZ E.URIBE RESTREPOPresident0

HÉCTOR TRESPALACIOS T.Chief Accounting OfficerProfessional Card No. 32758-T

Page 23: Financial Statement 2011

FINA

NCIA

L STATEMEN

TS

F I N A N C I A L S T A T E M E N T S 23

MINEROS S.A.Statement of Cash FlowsFor the years ended December 31, 2011 and 2010(In thousands of Colombian pesos)

LINA MARÍA VELÁSQUEZ ÁLVAREZStatutory AuditorT.P. 61321-TDesignated by Deloitte & Touche Ltda.(See attached opinion)

BEATRIZ E.URIBE RESTREPOPresident0

HÉCTOR TRESPALACIOS T.Chief Accounting OfficerProfessional Card No. 32758-T

2011 2010

CASH FLOWS FROM OPERATION ACTIVITIESNet income 115.802.395 91.869.937Adjustments to reconcile income to net cashprovided by operating activities:Depreciation 21.708.732 20.206.054Inventory amortization 2.543.491 4.271.431Amortization of deferred charges 13.931.280 10.226.520Loss on investment trading - 26.720Retirement pensions 22.855 80.186Recovery of investment allowance - -68.199Income from the sale of fixed assets -108.439 - Income from equity method -3.909.591 -3.688.396 *

149.990.723 122.924.253Changes in assets and liabilities(Increase) decrease in:Accounts receivable -24.476.133 -1.461.111Deferred charges -3.860.945 -2.393.209Inventories -10.581.558 -7.311.043Increase (decrease) in:Suppliers 221.620 920.906Accounts payable 2.752.730 -39.210Taxes, liens and duties 24.715.360 2.652.616Labor liabilities 236.218 325.165Other liabilities 878.536 -8.891.725Long-term liabilities - Equity Tax 9.139.537 -

-974.635 -16.197.611

NET CASH USED BY OPERATION ACTIVITIES 149.016.088 106.726.642

CASH FLOWS FROM INVESTMENT ACTIVITIESDecrease in accounts receivable from associates 444.966 -445.940Increase in long-term investments 2.824.999 -197.596 *Acquisition of property, plant and equipment, net -20.843.488 -22.213.171Acquisition of other assets, net -33.297.837 -19.637.743

NET CASH USED IN INVESTMENT ACTIVITIES -50.871.360 -42.494.450

CASH FLOWS FROM FINANCING ACTIVITIES

(Decrease) in financial liabilities 58.481 10.495Dividends paid -37.682.985 -38.729.735Gifts -1.000.000 -1.000.000Equity tax -18.279.076 -1.241.369

NET CASH USED IN FINANCING ACTIVITIES -56.903.580 -40.960.609

NET CHANGES IN CASH AND CASH EQUIVALENTS 41.241.148 23.271.583

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD 103.647.222 80.375.639

CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD $ 144.888.370 $ 103.647.222

* Reclassified for comparative effects.

The accompanying notes are an integral part of these financial statements

Page 24: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .24

MINEROS S.A.Financial ratios(In thousands of Colombian pesos)

Liquidity Ratios Liquidity measures the Company's capacity to pay its short-term liabilities.

Current Ratio Current Assets 194.226.335 2,85 124.648.109 3,17Current Liabilities 68.200.415 39.337.470

For each Peso payable of current liabilities, the Company has in short-term current assets,

as many Pesos as the value of the current ratio

Acid test Liquid Assets 144.888.370 2,12 103.647.223 2,63Current Liabilities 68.200.415 39.337.470

For each Peso payable of current liabilities, the Company has

easily realizable assets as many Pesos as the acid-test ratio

Solidity Total Assets 514.618.479 6,59 420.559.109 10,51Total Liabilities 78.050.225 40.024.888

Company's capacity to show financial consistency

Working capital Current assets - Current liabilities 126.025.920$ 85.310.639$

Remaining current assets after paying all short-term liabilities

Efficacy indices Efficacy or return indices assess results of management

(Return) decisions when administering resources

Gross income margin 1 - Production Cost 157.085.067 53,79% 129.860.271 43,20% Operating revenues 339.939.249 228.614.687

How much can be used to cover operating and non-operating expenses out of each Peso generated

Return on revenues Net income 115.802.395 34,07% 91.869.937 40,19%Net revenue 339.939.249 228.614.687

Relation between income after non-operating revenues and expenses and taxes

that may diminish the Company’s capacity to generate returns

Fixed assets turnover 339.939.249 1,39 228.614.687 1,02Gross fixed assets 244.355.157 223.955.649

How much can be generated in sales out of each Peso invested in fixed assets

Operating assets turnover Sales 339.939.249 1,03 228.614.687 0,80Gross operating assets 331.110.233 285.964.836

How much can be generated in sales out of each Peso invested in operating assets

Total assets turnover Total sales 339.939.249 0,66 228.614.687 0,54Total Assets 514.618.479 420.559.109

Company’s efficiency using assets to generate sales

Suppliers turnover Average accounts payable X 365 days 735.259.450 30,42 1.050.638.116 25,24Term purchases 24.172.913 41.624.530

Days the company takes to pay accounts to its suppliers

Return on assets Net income 115.802.395 22,50% 91.869.937 21,84%Assets 514.618.479 420.559.109

Return on the company investment

Return on equity Net income 115.802.395 26,53% 91.869.937 24,14%Net equity 436.568.255 380.534.221

Return on shareholder’s or partner’s investment

Income per share Net income (Pesos) 115.802.395 442,52$ 91.869.937 351,07$ No. of shares or participation rights 261.687 261.687

Net income per share or participation right

Gross return Gross income 182.854.182 53,79% 98.754.416 43,20%Operating revenues 339.939.249 228.614.687

Gross income percentage generated by the Company’s sales

Operating return Operating income 172.661.243 50,79% 88.825.157 38,85%Total operating revenues 339.939.249 228.614.687

Amount of operating income generated by each Peso of sales

Net Return Net income 115.802.395 34,07% 91.869.937 40,19%Net sales 339.939.249 228.614.687

Net income generated by each Peso of net sales,independent of whether it corresponds to the company’s social purpose or not

dec-10dec-11

Sales

ACTIVITY

LIQUIDITY

PROFITABILITY

Page 25: Financial Statement 2011

FINA

NCIA

L STATEMEN

TS

F I N A N C I A L S T A T E M E N T S 25

MINEROS S.A.Financial ratios(In thousands of Colombian pesos)

Debt ratios Participation of funds provided by creditors that

partially finance the company's investment

Total debt Total liabilities 78.050.225 15,17% 40.024.888 9,52%Total assets 514.618.479 420.559.109

For each Peso invested in assets how much is financed by third parties

and guarantees the company offers to them

Short-term debt Current liabilities 68.200.415 87,38% 39.337.470 98,28%Total liabilities 78.050.225 40.024.888

Current liabilities for each Peso owed to creditors

Short-term financial debt Total short-term financial liabilities 145.654 0,07% 87.173 0,07%Total current assets 194.226.335 124.648.109

Percentage of current assets that must be used to pay short-term financial liabilities

Financial debt: Financial liabilities 145.654 0,04% 87.173 0,04%Net sales 339.939.249 228.614.687

Percentage of sales needed to pay financial liabilities

Leverage Total liabilities with third parties 78.050.225 17,88% 40.024.888 10,52%Equity 436.568.255 380.534.221

Liabilities with third parties for each Peso in equity

Short-term leverage Total current liabilities 68.200.415 39.337.470 10,34%Equity 436.568.255 380.534.221

Short-term liabilities for each Peso in equity

Financial leverage Liabilities with financial entities 145.654 0,03% 87.173 0,02%Equity 436.568.255 380.534.221

Financial liabilities for each Peso in equity

Ownership index Equity 436.568.255 84,83 380.534.221 90,48Total Assets 514.618.479 420.559.109

For each Peso invested in the company how much corresponds to the owners

SPECIAL DISCLOSURES 2005 2006 2007 2008 2009 2010 2011Total Assets 140.808 174.457 209.812 275.847 356.623 420.559 514.618Total liabilities 22.073 32.486 18.845 27.136 44.966 40.025 78.050Equity 118.735 141.970 190.967 248.711 311.657 380.534 436.568Share par value. 453.753 542,52 729,75 950,41 1.190,95 1.454,16 1.668,28

DEBT

Page 26: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .26

YEAR’S NET INCOME CO $ 115,802,395,070

FOR A MONTHLY DIVIDEND OF $10.00 PER SHARE DURING THE INSTALLMENTS OF $6 EACH IN THE MONTHS OF APRIL, JULY AND OCTOBER OF 2012

31,402,488,240

FOR AN EXTRA DIVIDEND OF $18.00 PER SHARE PAYABLE IN THREE INSTALLMENTS OF $6 EACH IN THE MONTHS OF APRIL, JULY AND OCTOBER OF 2012

4,710,373,236

FOR SOCIAL ACTIONS 1,160,000,000

RESERVE FOR PROTECTION OF ASSETS 2,400,000,000

RESERVE FOR NEW PROJECTS 76,129,533,594

EQUAL AMOUNTS CO $ 115,802,395,070 CO $ 115,802,395,070

EARNINGS FOR THE YEAR 2011 AMOUNT TO CO$ 115,802,395,070

IT IS PROPOSED THAT THEY BE DISTRIBUTED AS FOLLOWS:

Dividend will be paid between the 10th and the 20th DAY of each month. Shareholders registered in the shareholder register on the ex-dividend period determined in the General Regulations of the Stock Exchange, as provided in article 2 of Decree 4766 of 2011, are entitled to the month’s dividend.

MINEROS S.A.SHAREHOLDERS’ MEETINGMARCH 21 OF 2012

Proposition regarding earnings distribution

Page 27: Financial Statement 2011

Notes to the Financial Statements

4

Page 28: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .28

MINEROS S.A.

Notes to the financial statements at december 31 of 2011 and 2010(In thousands o f Co lombian pesos )

NOTE 1.COMPANY OPERATIONS

Mineros de Antioquia S.A. is a private corporation established on November 14, 1974 by public deed No 6161 of the 4th Notary Public Office of Medellin for a term of ninety-nine (99) years. According to decision of the Regular Shareholders’ Meeting of March 17 of 2004, minutes No. 43, the corporate name was changed to MINEROS S.A. Such decision was formalized through public deed No. 1038 of April 19 of 2004 of the 17th Notary Public Office of Medellín.

The Company has as its purpose the conduction of any type of business, activities, endeavors, acts and contracts related to the mining industry in general, of either precious metals, metallic and non-metallic mineral substances or hydrocarbons. To comply with its corporate purpose, the Company’s operation center is located in El Bagre (Antioquia province) and its main administrative offices in Medellín.

NOTE 2.ACCOUNTING POLICIES

The financial statements of MINEROS S.A. have been prepared and presented according to accounting principles generally accepted in Colombia, for which purpose the Management has to make certain estimates and assumptions in order to determine the valuation of some of the individual entries in the financial statements and to make the required disclosures.

Although they may differ in their final effect, Management considers that the estimates and assumptions used were adequate under the circumstances and that they agree with the accounting principles generally accepted in Colombia. Certain accounting principles applied by the Company could disagree with the accounting principles generally accepted in other countries.

The main accounting policies used by the Company are:

Page 29: Financial Statement 2011

NO

TES TO TH

E FINA

NCIA

L STATEMEN

TS

N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 29

- Accounting system The Company uses the accrual accounting system,

according to which revenues and expenditures are recorded when incurred, regardless of whether payment or collection has been in cash.

- Monetary unit According to legal provisions, the monetary unit

used by the Company for the balance sheet and income statement accounts is the Colombian Peso.

- Materiality The Company’s policy for disclosing accounting

entries in its financial statements in order to determine their materiality is based on the relative importance of each sub-account with respect to the account group to which it belongs. Accordingly, balance sheet entries at December 31, 2011 representing 5% or more of current assets, other assets, current liabilities, long-term liabilities and equity are disclosed.

- Investments Investments are accounted at cost, which does not

exceed sale value.

Based on External Circular Letter 011 of the Securities Superintendency (today Financial Superintendency) of 1998, the Company classifies investments as follows:

- Investments are classified as marketable and long-term, according to the intention of realization. Marketable investments are those easy to realize within a term of up to three calendar years, and for which, there is a serious intention of realization. Long-term investments are those which are seriously intended to be held for at least three calendar years.

- Investments are classified as fixed-income and variable-income, depending on the return they generate.

- According to control, they are classified as controlling and non-controlling, subject to the provisions of the Colombian Code of Commerce.

- Based on the cause or reason motivating the investment, they are voluntary or mandatory.

- Property, Plant and Equipment These are recorded at cost, which includes inflation

adjustments from January 1 of 1992 until December 31 of 2006. Maintenance and repair expenditures that do not increase the useful life of respective assets are recorded as a charge in the income statement, as they are incurred. Depreciation is calculated by the straight-line method, based on the estimated useful life of assets, using the following depreciation annual rates:

Buildings and constructions

Machinery And

equipment

Electric plants and networks

Furniture And

fixturesDredges Transportation

equipmentComputer

equipment

5% 10% 10% 10% 15% 20% 20%

Given that the dredges work on a three-shift basis, the accelerated depreciation method provided for in Art. 140 of Tax Law is used. E.T.

Page 30: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .30

-Inventories Inventories correspond to materials and

consumables, dredge maintenance materials, and others; they are valued at the lowest between average cost and net sale value. Materials in transit and workshop orders under process are valued at their actual manufacturing or acquisition costs.

- Deferred charges As provided by accounting and fiscal regulations,

amortization policies for deferred charges depend on their nature, as follows:

A. Mining projects are amortized on the basis of the deposit’s estimated exploitation time, starting on the date when respective revenue starts. When exploration investments result to be fruitless, they are amortized in the same year when the project is determined to be unviable.

B. Agricultural projects (rubber plantation and bio-factory) are amortized along the estimated cultivation time, upon conclusion of their non-productive period.

C. All other deferred charges are accounted at cost; amortization is carried out through the straight-line method with periods ranging between one and five years.

- Exchange difference Transactions in foreign currency are recorded

at the applicable exchange rate in force on the date of the transaction. Balances receivable, investments abroad, financial liabilities and accounts payable are adjusted monthly. The balances of such accounts at December 31, 2011 and 2010 were translated into Colombian Pesos at the market representative rate for the end of the month certified by the Financial Superintendency ($1,942.70/USD in 2011 and $1,913.98/USD in 2010). Exchange difference

resulting from accounts payable and foreign-currency liabilities used to purchase inventories, deferred charges, and property, plant and equipment are capitalized until the asset is in condition of being used or disposed of. From that moment on, the exchange difference is recorded against the income statement of the period. All other exchange gains and losses are recorded as financial revenue or expense.

- Equity tax and surtax Accordance with the Law regulating accounting

principles generally accepted in Colombia and considering the alternatives for accounting recording established there, the Company chose to record such tax and its corresponding surtax against the equity revaluation account.

- Taxes, liens and dutiesIncome tax provision is determined on the basis

of commercial income, adequately relating the period’s revenue to its corresponding costs and expenses, or, on the basis of presumptive income on taxable equity, in case it exceeds net taxable income.

- Labor liabilities Labor liabilities are accounted as provided

by legal regulations and binding collective bargaining agreements.

Retirement pension liabilities payable by the Company are determined based on actuarial studies as provided by legal regulations. Annual retirement pension provision is adjusted in a rational and systematical way. Pension payments are charged to the results of the year.

- Additional paid-in capital The excess of placed shares price over their par

value is recorded in the capital surplus account, additional paid-in capital.

- Reappraisals These correspond to differences between

commercial or cadastral appraisal and net book

Page 31: Financial Statement 2011

NO

TES TO TH

E FINA

NCIA

L STATEMEN

TS

N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 31

value of real estate property. Such reappraisals are recorded in separate assets and equity accounts as revaluation surplus, which is not distributable. Loss of value of real estate property is recorded through provision charged to the period’s expenses.

Reappraisal of investments as of December 31, 2011 and 2010 was conducted as established in circular letter 011 of 1998 of the Securities Superintendency (today, Financial Superintendency) as follows:

- For marketable fixed-income investments, the latest cost in books is recorded with a contra entry in the income statement accounts.

- Marketable variable-income investments are valued by affecting their latest cost recorded, with a contra entry in the results of the period, recognizing the revenue or expense produced depending on the increase or decline of investment, respectively.

- Long-term investments of controlled companies are accounted through the equity method.

- When the sale value of long-term investments of non-controlled companies is higher than cost, reappraisal for the period is recorded under assets and revaluation surplus under equity. When the sale value is lower than cost, the difference will affect reappraisal and revaluation surplus, without limitation upon the fact that their net balance might be of a contrary nature.

In September of 2009, the Company hired commercial appraisals of Property, Plant and Equipment which were conducted by Francisco Ochoa O. Propiedad Raíz – Avalúos TIN 70.037.897-4, a firm with main offices in

the city of Medellín. Real estate property was appraised using the comparative or market method and cost or replacement method. In the case of machinery and equipment, quotes for similar machines and equipment were taken into account, their original value was updated translating it into United States Dollars on that date, and loss of value factors due to old age and use were later applied; also their current state was analyzed with technicians. Both assets in depreciation process and fully depreciated assets in use were appraised, with the appreciation of the totally depreciated assets in use recorded under memorandum accounts.

At December 31, 2011, commercial appraisals were updated on the basis of CPI for 2011 so as to establish assets’ respective appreciation (loss of value) with respect to net book value.

- Equity revaluation Balances at December 31, 2011 and 2010

correspond to inflation adjustments to equity accounts until December 31, 2006, minus the equity tax and corresponding surtax recorded in compliance with Law 1370 of 2009 and Legislative Decree 4825 of 2010 According to current regulations, this balance cannot be distributed as income until the Company is liquidated or capitalized.

- Memorandum accounts Control memorandum accounts record financial

information for control, contingencies, and future transactions commitments; fiscal memorandum accounts record differences between accounting values and values for fiscal matters.

- Gifts The Company records donations against

fiscal period results or against occasional reserves established for such purpose by the Shareholders’ Meeting.

Page 32: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .32

- Net income per share Net income per share is calculated on the weighted

average number of outstanding subscribed shares during each period.

- Statement of cash flows The statement of cash flows was prepared by the

indirect method.

NOTE 3.ACCOUNTS RECEIVABLE

At December 31, accounts receivable included:

(1) Balances owed by the following foreign customers:

(2) Corresponds to balances in the Company’s favor determined in

private VAT calculations whose reimbursement requests were

being processed at December 31, to discountable taxes non

subject to VAT reimbursement pending compensation in future

periods, and to reimbursement requests of excess payments, as

follows:

* From this sum, at the date of general-purpose financial

statements, through Resolutions 17468 and 17452, served on

December 28, 2011, DIAN had approved reimbursement of

$635,835.

INTL Commodities Inc. (USA) $ 9.627.735 $ -

Argor Heraeus (Suiza) 11.346.101 51.035

Metalor (Suiza) 59.683 22.773

TOTAL $ 21.033.519 $ 73.808

ITEM 2011 2010

National customers $ - $ 7.902.519

Foreign customers (1) 21.033.519 73.808

Public entities (2) 10.568.950 3.745.168

Related companies (3) 597.225 726.444

Loans to associates 610.199 546.420

Miscellaneous accounts receivable

913.000 290.110

Yields receivable (4) 6.056.782 3.002.916

Other (5) 3.304.136 2.320.293

TOTAL $ 43.083.811 $ 18.607.678

ITEM 2011 2010

Mar-Apr VAT $ 1.808.999 $ -

May-Jun VAT 2.068.966 -

Jul-Aug VAT 1.805.907 -

Sep-Oct VAT 1.993.982 1.579.902

Nov-Dec VAT 2.103.134 2.067.184

Discountable taxes to be compensated (exploration activities)

21.739 98.082

Reimbursement request of excess withholding tax *

766.126 -

Withholding tax 97 -

TOTAL $ 10.568.950 $ 3.745.168

Page 33: Financial Statement 2011

NO

TES TO TH

E FINA

NCIA

L STATEMEN

TS

N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 33

(3) Balances owed by the following related companies:

(4) Shows financial yields from fixed-income investments and

premiums paid in purchase process of these securities.

(5) Corresponds to third parties’ balances at December 31 for

different items related to the normal development of the

Company’s business, as follows:

- During fiscal year:

A. The Company did not deem necessary to establish provisions for doubtful accounts to protect likely loss contingency from commercial accounts receivable.

B. In 2011, no accounts receivable were written off.

C. There are no accounts receivable more than one year overdue.

ITEM 2011 2010

Balance payable by Proyecto Sabaletas S.A.S. for administration services rendered in the second half of 2011 (full year 2010).

$80.581 $241.955

Balance payable by Operadora Minera S.A.S. for administration services rendered in the second half of 2011 (full year 2010).

307.984 448.126

Balance payable by Exploradora Minera S.A.S. for administration services rendered in the second half of 2011 (full year 2010).

208.660 36.363

TOTAL $ 597.225 $ 726.444

ITEM 2011 2010

Participation in trust estates with trust companies (1) $ 1.371.073 $ 1.754.338

Trust funds administered by brokerage firms (on demand) 1.342.562 2.001.091

Certificate of Deposit - CD 40.500.000 30.331.162

Public bonds – local currency 9.000.000 10.500.000

Private bonds – local currency 24.126.804 18.571.270

Treasuries – TES 39.476.567 22.862.447

Funding operations (Treasuries –TES–) 6.933.862 -

Shares in local corporations (2) 15.960.972 9.936.187

Shares in foreign corporations (3) 1.448.782 520.726

Other investments abroad (4) 3.782.383 4.244.593

Other investments (5) 2.285.077 2.173.275

Subtotal 146.228.082 102.895.089

Provision for loss of value of investments in shares of local corporations (1.993.072) -118.458

Provision for loss of value of investments in shares of foreign corporations - -14.518

TOTAL $ 144.235.010 $ 102.762.113

ITEM 2011 2010

Advance payments to suppliers $ 468.342 $ 612.073

Advance payments to contractors 2.328.687 1.496.843

Other smaller accounts receivable 507.107 211.377

TOTAL $ 3.304.136 $ 2.320.293

NOTE 4.MARKETABLE SECURITIES

At December 31, marketable securities included:

Page 34: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .34

(1) Rights held as on December 31, 2011 and 2010 in Trust

Estate P195 Grupo Contempo Ltda., Oficinas Oxo - Bogotá in

Fidubogotá S.A.

In 2011 $383,265 was received as refunded contributions

from this Trust Estate (2010: 313,173)

(2) At December of 31 of 2011, the Company had as marketable

securities the following investments in shares of Colombian

corporations:

* Recorded at purchase price, because of their loss of value.

At December of 31 of 2010, the Company had as marketable

securities the following investments in shares in corporations:

* Recorded at purchase price, because of their loss of value.

In compliance with the provisions of Circular Letter 011 of

1998 of the Securities Superintendency (today Financial

Superintendency), the Company recorded the respective

appreciation (loss of value) of variable-income investments

(national and foreign) affecting the latest investment cost

recorded , increasing (decreasing) their amount, with the

fiscal year’s results affected as a contra account.

With respect to investments in shares of corporations

owned at December 31, the following values corresponding

to appreciation (loss of value) were recorded as revenues

(expenses).

ISSUER No. SHARES (UNITS)

MARKET PRICES

(BOOK VALUE)

Ecopetrol S.A. 471.200 $ 2.002.416

Grupo Nutresa S.A. * 70.599 1.735.432

ISAGEN S.A. E.S.P.* 539.000 1.360.934

Bancolombia S.A. 41.000 1.157.515

Cementos Argos S.A. * 99.900 1.156.314

ISA S.A. E.S.P * 86.300 1.154.927

Grupo de Inversiones Suramericana S.A.-ADP 30.770 1.011.830

Pacific Rubiales Energy Corporation. * 16.110 991.652

Suramericana de Inversiones S.A. * 26.400 994.369

Colinversiones S.A. E.S.P * 154.500 870.461

Helm Bank S.A. * 1.658.000 718.245

Banco Davivienda S.A. 24.500 507.940

Grupo Aval – ADP * 343.248 446.222

Grupo Aval – Common shares * 195.213 253.777

Fogansa S.A. * 175.000 350.000

Conconcreto S.A. * 145.153 220.763

Cartón de Colombia S.A. 27.200 218.144

Canacol Energy Ltd. * 75.000 213.595

Banco de Occidente S.A. * 5.367 202.121

Inversiones Argos S.A. * 10.600 199.016

Tablemac S.A. 10.000.000 99.400

Banco Popular S.A. * 95.729 57.437

Corficolombiana S.A. * 654 22.691

Almacenes Éxito S.A. 619 15.771

TOTAL $ 15.960.972

ISSUER No. SHARES (UNITS)

MARKET PRICES

(BOOK VALUE)

Suramericana de Inversiones S.A. 30.900 $ 1.166.246

Cementos Argos S.A. * 99.900 1.156.314

Grupo Nutresa S.A. 37.679 1.019.334

ISAGEN S.A. E.S.P 384.000 1.006.721

ISA S.A E.S.P. 60.300 852.277

Pacific Rubiales Energy Corp. 11.910 751.866

Ecopetrol S.A. 165.200 672.402

Corficolombiana S.A. 15.017 532.049

Bancolombia S.A. 17.000 502.222

Colinversiones S.A. E.S.P * 74.637 452.385

Banco de Bogotá S.A. 7.700 446.310

Grupo Aval S.A. 202.061 346.329

Fogansa S.A. * 175.000 350.000

Helm Bank S.A. 658.000 303.266

Banco de Occidente S.A. 5.367 202.121

Tablemac S.A. 10.000.000 96.800

Banco Popular S.A. 95.729 57.438

Conconcreto S.A. 13.153 22.107

TOTAL $ 9.936.187

Page 35: Financial Statement 2011

NO

TES TO TH

E FINA

NCIA

L STATEMEN

TS

N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 35

ISSUER 2011 2010

Pacific Rubiales Energy Corporation. $ 422.167 $ -

Colinversiones S.A. E.S.P. 264.761 20.615

ISAGEN S.A. E.S.P. 223.719 -Helm Bank S.A. 210.797 -Nutresa S.A. 200.851 -ISA S.A. E.S.P. 171.025 -Grupo de Inversiones Suramericana – AO 162.220 -Canacol Energy Ltd. 115.105 -Cementos Argos S.A. 75.158 8.157Banco de Occidente S.A. 41.111 -Fogansa S.A. 35.000 87.643Conconcreto S.A. 20.734 -Inversiones Argos S.A. 19.795 -Grupo Aval S.A.- Acciones ordinarias 12.581 -Grupo Aval S.A. – ADP 10.047 -Banco Popular S.A. 7.658 -Corficolombiana S.A. 343 -Bancolombia S.A. - 2.043TOTAL $ 1.993.072 $ 118.458

A. Reappraisals

B. Loss of value

ISSUER 2011 2010

Banco Davivienda S.A. $ 259.879 $ -

Ecopetrol S.A. 120.005 154.855

Cartón de Colombia S.A. 21.195 -Grupo de Inversiones Suramericana S.A. ADP 11.805 286.403Bancolombia S.A. 6.967 -Tablemac S.A. 2.600 3.125Almacenes Éxito S.A. 949 -Pacific Rubiales Energy Corporation. - 203.546Corficolombiana S.A. - 179.612Grupo Nutresa S.A. - 167.461Banco de Bogotá S.A. - 102.528ISAGEN S.A. E.S.P. - 95.475Grupo Aval S.A. - 73.510ISA S.A. E.S.P. - 24.838Helm Bank S.A. - 14.699Banco de Occidente S.A. - 7.683Conconcreto S.A. - 4.811Banco Popular S.A. - 4.603TOTAL $ 423.400 $ 1.323.149

Page 36: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .36

ISSUER PARTICIPATION PERCENTAGE

ECONOMIC ACTIVITY

DIVIDENDS RECEIVED

Ecopetrol S.A. 0.0011% Hidrocarburos $ 46.451

Corficolombiana S.A. 0.0001% Financiera 30.661

ISAGEN S.A. E.S.P 0.0198% Gener. Energía 27.469

Helm Bank S.A. 0.2909% Financiera 26.282

Bancolombia S.A. 0.0080% Financiera 20.561

Grupo Aval S.A. – AO 0.0014% Financiera 15.268

Grupo Nutresa S.A. 0.0153% Alimentos 13.665

Cementos Argos S.A. 0.0087% Cementos 13.064

ISA S.A E.S.P 0.0078% Trans. Energía 11.238

Conconcreto S.A. 0.0408% Construcción 11.131

Colinversiones S.A. E.S.P. 0.0215% Gener. Energía 10.005

Banco de Occidente S.A. 0.0034% Financiera 6.738

Cartón de Colombia S.A. 0.0253% Ind.Papelera 6.630

Banco Davivienda S.A. 0.0432% Financiera 2.640

Banco Popular S.A. 0.0012% Financiera 2.114

Inversiones Argos S.A. 0.0009% Financiera 1.590

Tablemac S.A. 0.0394% Ind. Maderera 1.300

Pacific Rubiales Energy Corporation. 0.0059% Hidrocarburos -

Grupo Aval S.A. – ADP 0.0072% Financiera -

Grupo de Inversiones uramericana S.A. AO 0.0056% Inversiones -

Fogansa S.A. 0.2872% Ganadería -

Canacol Energy Ltda. 0.0146% Hidrocarburos -

Almacenes Éxito S.A. 0.0001% Comerc.retail -

Grupo de Inversiones Suramericana S.A. - ADP 0.0066% Financiera -

To comply with the provisions of the Financial Superintendency regarding disclosures, the following is additionally reported with regard to such investments as on December 31, 2011:

Page 37: Financial Statement 2011

NO

TES TO TH

E FINA

NCIA

L STATEMEN

TS

N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 37

ISSUERPARTICIPATION

PERCENTAGEECONOMIC ACTIVITY

DIVIDENDS RECEIVED

Banco de Bogotá S.A. 0.0032% Financiera $ 22.308

Corficolombiana S.A. 0.0089% Financiera 21.564

Grupo Aval S.A. 0.0014%. Financiera 18.959

Grupo Nutresa S.A. 0.0087% Alimentos 14.283

ISAGEN S.A. E.S.P 0.0141% Gener. Enegía 11.875

Suramericana de Inversiones S.A. 0.0067% Inversiones 11.045

Ecopetrol S.A. 0.0004% Hidrocarburos 8.190

Cementos Argos S.A. 0.0087% Cementos 8.128

Helm Bank S.A. 0.1162% Financiera 7.520

ISA S.A E.S.P 0.0054% Trans. Energía 3.193

Tablemac S.A. 0.0394% Ind. Maderera 3.850

Conconcreto S.A. 0.0046% Construcción 1.161

Banco de Occidente S.A. 0.0039% Financiera 539

Pacific Rubiales Energy Corporation. 0.0045% Hidrocarburos 313

Colinversiones S.A. E.S.P. 0.0104% Gener. Energía 91

Banco Popular S.A. 0.0012% Financiera -

Fogansa S.A. 0.3140% Ganadería -

Bancolombia S.A. 0.0033% Financiera -

The following was disclosed at December 31 of 2010 regarding marketable securities.

(3) Shares in foreign corporations

At December of 2011, MINEROS S.A. had in its investment portfolio the following investments in shares of foreign corporations:

- Investments in shares abroad:

Were purchased in Dollars in different stock exchanges of the United States, and their cost was translated into Colombian Pesos at the Market Representative Rate of December 31 of 2011.

Their market-price re-appraisal was based on the closing price at the corresponding stock exchange on the last business day of 2011.

Additionally, the following information is disclosed:ISSUER

No. OF SHARES

MARKET VALUE

(BOOK VALUE 2.620.000 $ 794.020

Petrominerales Ltd. 6.150 193.396

Compañía de Minas Buenaventura

4.880 363.478

Merrill Lynch & Co. Inc. 2.709 97.888

TOTAL $ 1.448.782

ISSUERECONOMIC ACTIVITY

DIVIDENDS RECEIVED

Merrill Lynch & Co. Inc. Financiera $ 53.893

Cía de Minas Buenaventura Minería 3.398

Quia Resources Inc. Minería -

Petrominerales Ltd. Hidrocarburos 4.517

Page 38: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .38

ISSUER 2011 2010

Quia Resources Inc. (Canadá) $ 1.174.465 $ -

Petrominerales Ltd. (Canadá) 206.278 -

Compañía de Minas Buenaventura (Perú) 26.596 -

Merrill Lynch & Co. Inc. (USA) 19.163 14.518

TOTALES $ 1.426.502 $ 14.518

FUND No. (UNITS)MARKET VALUE (BOOK VALUE)

SPDR S&P 500 ETF TR. 6.600 $ 1.609.138

Ishares MSCI Emerging MKT (EEM) 17.616 1.298.406

Vanguard INTL Equity Index FD 7.207 555.141

Financial Sector SPDR (XLI) 5.566 140.570

Ishares Xinhua China 25 (FXI) 1.714 116.110

Ishares S& P Latin América 40 (ILF) 762 63.018

TOTAL $ 3.782.383

ISSUER No. OF SHARES COST MARKET VALUE APPRECIA-TION

(LOSS OF VALUE) 2.769 $ 129.624 $ 115.106 $ (14.518)

Petrominerales Ltd. 6.150 391.102 391.102 -

TOTAL $ 520.726 $ 506.208 $ (14.518)

Along the year, the following amounts were charged to the income statement to adjust the value of these investments to market price (loss of value).

At December of 2010, MINEROS S.A. had in their investment portfolio the following investments in shares of foreign corporations:

(4) Other Investments abroad

These are Exchange Traded Funds –ETF– established overseas, that replicate, in general terms, an international

financial asset and are traded in stock exchanges as follows:

The cost of the investment in dollars is represented at the Market Representative Rate certified by the Superintendency as on December 31, 2011. Appreciation (loss of value) of investment in each fund is established at month’s closing based on the market quote of each index with a charge (credit) to the results of the period.

In 2011, the Company recorded against results $517,609 as adjustment to market value of such investments. In 2010, it recorded $354,730 as appreciation.

Page 39: Financial Statement 2011

NO

TES TO TH

E FINA

NCIA

L STATEMEN

TS

N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 39

FUND No. (UNITS)MARKET VALUE (BOOK VALUE)

SPDR S&P 500 ETF TR. 6.600 $ 1.588.509

Ishares MSCI Emerging MKT (EEM) 16.826 1.534.228

Vanguard INTL Equity 7.207 658.390

Financial Sector SPDR (XLI) 5.566 169.919

Ishares Xinhua China 25 (FXI) 1.714 141.359

Ishares S& P Latin América 40 (ILF) 762 78.552

Market Vectors ETF TR Brazil 667 73.636

TOTAL $ 4.244.593

DETAIL 2011 2010

Commercial papers $ 2.000.000 $ 2.000.000

Balance of overnight operations in Bancolombia Miami 194.270 95.699

Money market accounts abroad 90.807 77.576

TOTAL $ 2.285.077 $ 2.173.275

DETAIL 2011 2010

Pre-operating expenses $ 2.663.789 $ 2.393.2090

Dredge spare parts 2.511.277 -

Insurance (1) 1.079.088 -

TOTAL $ 6.254.154 $ 2.393.209

At December 31, 2010, ETF established abroad included:

(5) Other investments

Other investments include the following:

The Company’s management considers that adequate investment portfolio diversification exists in order to reduce financial risk.

(1) Corresponds mainly to fire and terrorism insurance policy for the Company’s dredges.

NOTE 5.PREPAID EXPENSES

Al 31 de diciembre, esta cuenta se descomponía, así:

Page 40: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .40

NOTE 6.PROPERTY, PLANT AND EQUIPMENT

At December 31, this account included:

As on December 31, 2011, no restrictions or encumbrances affect the Company’s above-mentioned assets.

Assets with their respective adjusted cost, accumulated adjusted depreciation, sale value and associated appreciation and loss of value are detailed as follows:

ASSET 2011 2010

Land $ 2.074.927 $ 1.407.388

Mining properties 2.655.348 2.655.348

Buildings and constructions 14.735.574 12.146.210

Machinery and equipment 148.230.882 145.587.726

Electric plants and networks 56.371.497 48.391.053

Furniture and fixtures 903.851 717.095

Transport equipment 7.119.363 6.636.182

Computer equipment 974.554 959.076

Machinery and equipment under assembly 10.970.926 4.063.565

Constructions in progress 160.152 1.391.154

Other 158.083 852

Subtotal $ 244.355.157 $ 223.955.649

Less: Accumulated depreciation (123.250.608) (102.094.295)

Accumulated depletion (2.655.348) (2.655.348)

TOTAL $ 118.449.201 $ 119.206.006

D I C I E M B R E 2 0 1 1

ASSET ADJUSTED COSTADJUSTED

DEPRECIATIONAND/OR DEPLETION

APPRAISAL APPRECIATION (LOSS OF VALUE)

Land $ 2.074.927 $ - $10.185.314 $ 8.110.387

Mining properties 2.655.348 2.655.348 N.A. -

Buildings and constructions 14.735.574 2.861.695 16.553.051 4.679.172

Machinery and equipment 148.230.882 94.232.993 75.849.245 21.851.357

Electric plants and networks 56.371.497 20.384.635 43.587.174 7.600.312

Furniture and fixtures 903.851 276.295 - -

Transport equipment 7.119.363 4.621.476 3.428.818 930.931

Computer equipment 974.554 860.870 N.A. -

Machinery and equipment under assembly 10.970.926 - N.A. -

Constructions in progress 160.152 - N.A. -

Other assets 158.083 12.644 N.A. -0

TOTAL $244.355.157 $ 125.905.956 $43.172.159

Page 41: Financial Statement 2011

NO

TES TO TH

E FINA

NCIA

L STATEMEN

TS

N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 41

NOTE 7.LONG-TERM ACCOUNTS RECEIVABLE

Balances payable by the Company’s workers from loans granted for periods longer than one year, as follows:

NOTE 8.INVENTORIES

At December 31, this account included:

DECEMBER 2010

ASSET ADJUSTED COSTADJUSTED

DEPRECIATIONAND/OR DEPLETION

APPRAISAL APPRECIATION (LOSS OF VALUE)

Land $ 1.407.388 $ - $ 6.134.480 $4.727.092

Mining properties 2.655.348 2.655.348 N.A. -

Buildings and constructions 12.146.210 2.361.694 13.562.192 3.777.676

Machinery and equipment 145.587.726 79.559.670 100.070.085 34.042.029

Electric plants and networks 48.391.053 14.760.720 39.661.531 6.031.198

Furniture and fixtures 717.095 203.919 N.A. -

Transport equipment 6.636.182 4.418.178 2.921.085 703.081

Computer equipment 959.076 789.262 N.A. -

Machinery and equipment under assembly 4.063.565 - N.A. -

Constructions in progress 1.391.154 - N.A. -

Other assets 852 852 N.A. -

TOTAL $223.955.649 $ 104.749.643 $ 49.281.076

ITEM 2011 2010

Housing loans $ 5.062.772 $ 5.482.647

Vehicle loans 76.292 101.383

TOTAL $ 5.139.064 $ 5.584.030

ITEM 2011 2010

Materials and consumables $30.390.450 $19.852.844

Materials in transit 1.128.505 2.948.047

Workshop orders under process 1.260.003 2.198.615

Other 480.105 221.490

TOTAL $33.259.063 $25.220.996

Page 42: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .42

NOTE 9.LONG-TERM INVESTMENTS

At December 31, 2011, long-term investments included:

At December 31, 2010, long-term investments included:

CORPORATIONPARTICIPATION

%No. OF

SHARESADJUSTED COST

SALE VALUEOR BOOK VALUE

APPRE-CIATION(LOSS OF VALUE)

Proyecto Sabaletas S.A.S. 100% 337.000 $ 9.786.281 $ 9.786.281 $ -

Unipalma de los Llanos S.A. 17,74% 493.214.074 6.213.742 18.983.809 12.770.067

Exploradora Minera S.A.S. 100% 20.000 418.960 418.960 -

Operadora Minera S.A.S. 100% 20.000 1.376.658 1.376.658 -

Compañía Minera de Ataco S.A.S. 100% 20.000 200.000 202.521 2.521

Distrito de Negocio S.A.S. 40% 80.000 80.000 80.000 -

Club de Banqueros (un derecho) N.A. N.A. 4.500 4.500 -

Subtotal 18.080.141 30.852.729 12.772.588

Promotora de Proyectos S.A. 1,60% 124.399 99.320 26.248 (73.072)

Subtotal 99.320 26.248 (73.072)

TOTAL $18.179.461 $30.878.977 $12.699.516

CORPORATIONPARTICIPATION

%No. OF

SHARESADJUSTED COST

SALE VALUEOR BOOK VALUE

APPRE-CIATION(LOSS OF VALUE)

Proyecto Sabaletas S.A.S. 100% 337.000 $ 10.128.208 $ 10.128.208 $ -

Unipalma de los Llanos S.A. 17.74% 493.214.074 6.213.743 15.684.208 9.470.465

Exploradora Minera S.A.S. 100% 20.000 273.657 273.657 -

Operadora Minera S.A.S. 100% 20.000 394.671 394.671 -

Club de Banqueros (right) N.A. N.A. 4.500 N.A. -

Subtotal $ 17.014.779 $ 26.480.744 $ 9.470.465

Promotora de Proyectos S.A.

1.68% 60.302 80.091 12.989 (67.102)

Subtotal $80.091 $ 12.989 $ (67.102)

TOTAL $ 17.094.870 $ 26.493.733 $ 9.403.363

Page 43: Financial Statement 2011

NO

TES TO TH

E FINA

NCIA

L STATEMEN

TS

N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 43

As provided in Second Title, Chapter I, number 1.8 of External Circular Letter 02 of 1998 of the Securities Superintendency (today, Financial Superintendency), the following is added regarding long-term investments:

The Company does not consider redemption of permanent investments within the three (3) calendar years following the closing date of the financial statements.

As provided in Joint Circular Letter 009 of the Superintendency of Corporations and 013 of the Securities Superintendency of December of 1996, in External Circular Letter 001 of January of 1996 of the Securities Superintendency (today Financial Superintendency) and in Regulatory Decree 2649 of 1993, investments in subordinates where the parent company owns over 50% of capital must be recorded through the equity method and their financial statements must be consolidated.

CORPORATIONECONOMICACTIVITY

ACCRUED INCOME 2011

ACCRUED INCOME 2010

Unipalma de Los Llanos S.A. Agroindustria $238.422 $ 650.531

Operadora Minera S.A.S. Minería 981.987 143.375

Proyecto Sabaleta S.A.S. Minería 2.782.301 3.471.365

Exploradora Minera S.A.S. Minería 145.303 73.656

Promotora de Proyectos S.A. Inversionista - -

Compañía Minera de Ataco S.A.S. Minería - N.A.

Distrito de Negocios S.A.S. Construcción - N.A.

Page 44: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .44

- PROYECTO SABALETAS S.A.S.

Proyecto Sabaletas S.A.S. was initially incorporated as one-person company through private document subscribed on January 2 of 2008, filed with the Medellín Chamber of Commerce on January 15 of 2008 under No. 389. The corporation was transformed into a simplified joint stock company (S.A.S.) through private document of April 2 of 2009 filed with the Medellín Chamber of Commerce on May 13 of the same year under No. 6038. IIts corporate purpose is to invest, directly or through contributions to corporations of any nature, in activities of preservation, exploration, exploitation, industrialization or development in any form, of renewable and non-renewable resources.

The financial situation of the Sabaletas S.A.S. Project as of December 31 of 2011 and 2010 was as follows:

The value of the investment in Proyecto Sabaletas S.A.S., where the Company owns 100% of shares was recorded in the years 2011 and 2010 by the equity method, generating an increase in investment of $2,782,301 ($3,471,365 in 2010) originated in the year’s results; investment decreased as a result of payment of $3,124 as dividends.

- OPERADORA MINERA S.A.S.

Operadora Minera S.A.S. was incorporated through private document on March 10 of 2009, filed with the Medellin Chamber of Commerce on April 2 of 2009 under No. 4129. Its corporate purpose is to carry out any licit civil or commercial act, especially activities of preservation, exploration, export, industrialization, or development in

any form, of renewable and non-renewable resources.

The financial situation of the company at December 31 was as follows:

The value of the investment in Operadora Minera S.A.S., where the Company owns 100% of shares was recorded in 2011 and 2010 by the equity method, generating an increase in investment of $981,987 ($143,375 in 2010) originated in the year’s results.

- EXPLORADORA MINERA S.A.S.

Exploradora Minera S.A.S. was incorporated through private document on March 15 of 2010, filed with the Medellin Chamber of Commerce on April 6 of same year under No. 5067. Its corporate purpose is to carry out any licit civil or commercial act, especially mining exploration activities. The financial situation of the company as of December 31 was as follows:

2011 2010

Assets $ 11.417.311 $12.586.627

Liabilities 1.631.030 2.458.419

Equity:

Capital stock 3.370.000 3.370.000

Reserves 3.633.980 3.286.846

Year’s results 2.782.301 3.471.365

2011 2010

Assets $ 3.174.050 $2.146.341

Liabilities 1.797.392 1.751.670

Equity:

Capital stock 200.000 200.000

Reserves 194.671 51.296

Year’s results 981.987 143.375

DESCRIPCIÓN 2011 2010

Assets $1.455.558 $ 481.234

Liabilities 1.036.599 207.578

Equity:

Capital stock 200.000 200.000

Reserves 73.656 -

Year’s results 145.303 73.656

Page 45: Financial Statement 2011

NO

TES TO TH

E FINA

NCIA

L STATEMEN

TS

N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 45

The value of the investment in Operadora Minera S.A.S., where the Company owns 100% of shares was recorded in 2011 and 2011 by the equity method, generating an increase in investment of $145,303 ($73,656 in 2010) originated in the year’s results.

- COMPAÑÍA MINERA DE ATACO S.A.S.

Compañía Minera de Ataco S.A.S. was incorporated through private document on April 11 of 2011, filed with the Ibagué Chamber of Commerce on April 18 of same year under No. 00043218. Its main corporate purpose is gold mining exploration and exploitation through mining concession contracts 4971 and 4974 located in the municipality of Ataco (Tolima province).

Its main offices are located in the city of Ibagué. Until December 31, 2011 the company had not started any exploration or exploitation activities and it has only conducted endeavors leading to obtain from Corporación Autónoma Regional del Tolima – CORTOLIMA the environmental license for the mining project.

Since the company is in the pre-operational stage, earnings recorded until December 31, 2011 were not accounted by the equity method and its financial statements were not taken into account for consolidation of financial statements conducted by MINEROS S.A. as controlling corporation (Financial Superintendency Circular Letter No. 002 of 1998, First Title, Chapter II, No. 5.3 (c)).

The financial situation of Compañía Minera de Ataco S.A.S. as of December 31 of 2011 was as follows:

NOTE 10.OTHER ASSETS

At December 31, this account included:

ASSET TYPE 2011 2010

Financial leasing contracts:

Net fixed assets (vehicles) acquired through financial leasing with Leasing Bancolombia

$107.352 $108.488

Projects:

Amount invested in exploration to determine possible economically exploitable gold deposits. (1)

73.139.920 42.277.150

Balance to be amortized of exploration, development, and pre-operating costs and expenses of the La Ye mine (entered operation in May 2010).

10.126.935 22.644.402

Costs and expenses incurred in rubber plantation and bio-factory projects on the Company’s land.

3.781.997 2.759.607

TOTAL $87.156.204 $ 67.789.647

DESCRIPCIÓN 2011

Assets $ 203.510

Liabilities 989

Equity:

Capital stock 200.000

Year’s results 2.521

Page 46: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .46

(1) At December 31, the amounts invested in mining projects are as follows:

In the year 2011, the Company carried to the period’s results $4,954,463 of economically non-exploitable mining projects ($1,827,910 in 2010)

NOTE 11.TRANSACTIONS WITH RELATED PARTIES

At December 31, transactions with related companies included:

ITEM 2011 2010

El Bagre District $ 28.350.209 $ 18.096.893

Remedios Project 8.495.435 5.058.721

Nechí Project 8.681.745 4.861.959

Tolima Project 5.476.723 4.221.024

Amalfi Project 6.220.973 2.617.956

Projects in Caldas Province 5.751.819 3.050.715

Santa Elena (Bolivar Province) Project 4.883.221 1.851.954

Join Venture Anglo Gold Guamocó 3.119.315 2.492.124

El Catorce Project (Bolívar Province) 1.760.399 0

Other mining projects 240.066 25.804

Brownfield Exploration 160.015 0

TOTAL $ 73.139.920 $ 42.277.150

Accounts receivable 2011 2010

Balance payable by Operadora Minera S.A.S. (See Note 3.3) $ 307.984 $ 448.126

Balance payable by Exploradora Minera S.A.S. (See Note 3.3) 208.660 36.363

Balance payable by Proyecto Sabaletas S.A.S. (See Note 3.3) 80.581 241.955

TOTAL ACCOUNTS RECEIVABLE $597.225 $726.444

ACCOUNTS PAYABLE 2011 2010

Operadora Minera S.A.S. (operation services La Ye Mine - See Note 15) $733.471 $ -

Exploradora Minera S.A.S (mandate contract fees for exploration activities in several mining projects - See Note 15)

69.751 -

Exploradora Minera S.A.S (Costs and expenses to be reimbursed under execution of mandate contract - See Note 15)

1.013.032 -

TOTAL CREDITORS $1.816.254 $ -

Page 47: Financial Statement 2011

NO

TES TO TH

E FINA

NCIA

L STATEMEN

TS

N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 47

As provided in First Title, Chapter III, number 1 of External Circular Letter 02 of 1998 of the Securities Superintendency (today, Financial Superintendency), it is also disclosed that:

A. In the years 2011 and 2010, the following transactions were carried out with related companies and/or subsidiaries:

B. The previously described operations were conducted under normal market conditions and no differences existed with respect to the general

terms applicable to similar operations carried out with third parties.

C. Outside commercial operations carried out with corporations where some economic link exists with members of the Company’s Board of

Directors, indicated in the management report, no other mercantile operations were carried out with legal representatives or corporations where

any of the previously mentioned is the beneficial owner of 10% or more of the total outstanding shares of MINEROS S.A.

NOTE 12.RE-APPRAISALS

As provided in Decree 2649 of 1993, the Company has recorded the following amounts as re-appraisals in assets and equity accounts:

C L A S E D E A C T I V O 2011 2010

PROPIEDAD, PLANTA Y EQUIPO

Land $ 8.110.387 $ 4.727.092

Buildings 4.679.172 3.777.676

Machinery and equipment 21.851.357 34.042.029

River equipment 358.154 176.611

Transportation equipment 572.777 526.470

Aqueducts, plants and networks 7.600.312 6.031.198

SUBTOTAL $ 43.172.159 $49.281.076

Marketable investmentsRights in trust estates (Grupo Comtempo Oficinas Oxo Trust Estate)

2.337.477 2.331.012

Long-term investmentsInvestments in corporations - Net (See Note 9)

12.699.516 9.403.363

SUBTOTAL 15.036.993 11.734.375

TOTAL $ 58.209.152 $ 61.015.451

COMPAÑÍA DE QUIEN SE RECIBIÓ EL INGRESO CONCEPTO 2011 2010

Proyecto Sabaletas S.A.S. Revenues from financial returns $ - $ V 3.848

Proyecto Sabaletas S.A.S. Revenues from administration services 171.998 230.434

Operadora Minera S.A.S. Revenues from administration services 483.183 426.786

Exploradora Minera S.A.S Revenues from administration services V339.103 34.632

Proyecto Sabaletas S.A.S. Purchase of raw materials 131.823 -

Proyecto Sabaletas S.A.S. Cost of purchase of supplies 216.619 -

Operadora Minera S.A.S. Cost of operation services for La Ye Mine 15.640.244 12.925.685

Exploradora Minera S.A.S Cost of exploration services 577.512 1.352.563

Page 48: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .48

NOTE 13.FINANCIAL LIABILITIES

At December 31, financial liabilities included:

(1) At December 31 of 2011, financial leasing contracts No. 103632, 108668 and 121708 with Leasing Bancolombia S.A. for purchase of three

vehicles, as follows:

At December 31 of 2010, financial leasing contracts No. 103632 and 108668 with Leasing Bancolombia S.A. for purchase of two vehicles, as follows:

ITEM 2011 2010

Credit cards $ 62.912 $ 18.120

Financial leasing contracts (1) 82.742 69.053

TOTAL $145.654 $87.173

CONTRACTIN-

STALL-MENTS

BALANCE MATURITYIN-STALL-

MENTSPENDING

PUR-CHASE

OPTION RATE ACCRUED

INTEREST

103632 52 $ 11,890 January 3/2014 24 $ 849 11.08% E.A. $ 1,408

108668 60 40,657 March15/2015 39 595 17% E.A. 3,946

121708 60 30,195 March 7/2016 51 350 8.34% E.A. 2,345

TOTAL $ 82,742 $ 1,794 $7,699

CONTRACTIN-

STALL-MENTS

BALANCE MATURITYIN-STALL-

MENTSPENDING

PUR-CHASE

OPTION RATE ACCRUED

INTEREST

103632 52 $ 16.977January 3/2014

36 $ 849 11.08% E.A. $4.091

108668 60 52.076March

15/201551 595 17% E.A. 3.451

TOTAL $ 69.053 $ 1.444 $ 7.542

Page 49: Financial Statement 2011

NO

TES TO TH

E FINA

NCIA

L STATEMEN

TS

N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 49

NOTE 14.SUPPLIERS

Liabilities from purchase of goods for the development of mining-activity-related operations; at December 31, the main balances in favor of suppliers were as follows:

SUPPLIER 2011 2010

Fundiciones Universo S.A. $ 291.257 $ -

Luis A. Manjarrés – Maquinamos 267.903 54.340

Calle Toro Arles 222.875 137.367

Eduardoño S.A. 130.433 100.711

Metalúrgica Esp. de Colombia S.A. 106.674 62.598

Almacenes J.J. S.A. 102.642 -

Estaco S.A. 97.567 -

Empresa Industrial yComercial del Estado 92.956 328.369

Melexa S.A. 78.683 -

Forjas Bolívar S.A. 74.724 88.173

HSC Ingeniería de Sistemas Hidráulicosl S.A.S. 67.412 -

GMP Productos Químcos S.A. 62.153 -

Outsorsing Hidrautic Systems S.A.S. 60.949 -

Distribuidora de Químicos Ind. S.A. 60.887 135.627

Quimtia S.A.S. 60.240 -

Industria Metalmecánica Antioqueña Ltda. 60.069 -

Maquinados y Equipos S.A.S. 59.975 -

Compañía de Servicios S.A. 57.540 -

Industrias EMU S.A. 55.657 -

Ferrocortes GM y Cía S.A.S. 57.565 -

General de Equipos de Colombia S.A. 57.231 -

Distracom y Cia. Ltda. - 684.495

Sait S.A. - 90.340

Atlas Copco Colombia Ltda. - 83.620

Organización Terpel S.A. - 71.312

Sandvik Colombia S.A.S. - 70.813

Ambientes Elect. Seguros Ing. S.A.S. - 61.929

Icobandas S.A. - 58.126

Iberoandina de Químicos S.A. - 58.137

Eléctricas de Medellín Ltda. - 57.989

Asteco S.A. - 56.369

Equielect Ltda. - 55.217

Grainger Colombia S.A.S. - 51.438

Shell Colombia S.A. - 51.506

Other suppliers with individual balances of less than $50,000 1.636.830 1.182.126

T O T A L $3.762.222 $3.540.602

Page 50: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .50

NOTE 15. ACCOUNTS PAYABLE

Corresponds to short-term liabilities for different items derived from the normal development of the Company’s business, as follows:

ITEM 2011 2010

FL Smidth Minerals S.A.C. (2) $1.753.106 $1.727.189

Retenciones y aportes de nómina 1.464.343 1.078.673

Retención en la fuente por pagar 1.210.690 1.645.113

Exploradora Minera S.A.S. ( Reintegro de costos y gastos) 1.013.032 -

Carbovapor S.A. 839.206 -

Compañías Vinculadas(1) 803.222 1.114.500

Delima Marsh S.A. 486.069 213.184

Anglo Gold Ashanti Colombia S.A. 483.517 806.269

Helicentro Ltda. 254.868 -

Security Systems Ltda 197.222 -

Inversiones y Representaciones Casa Blanca S.A.S. 140.527 -

Empresas Públicas de Medellín E.S.P. 133.135 -

Eduardoño S.A. 117.564 -

Simedt S.A.S. 115.382 -

Centro Andino 92.880 -

Mora Martínez William Hernán 83.180 -

Sadelec S.A. 81.354 -

Sodexo Colombia S.A. 77.068 120.247

Ménsula S.A. 74.370 154.047

Industrias Ceno S.A. 72.873 -

ASM Tecnología S.A.S. 72.550 -

S.L.C. Plataforma Logística S.A.S. 70.241 -

Systelematic Ltda 55.923 -

Martínez Menco César Julio 54.404 -

Colombiana de Comercio S.A. 52.900 -

Perfotec S.A.S. - 208.818

Seguridad de Occidente Ltda. - 102.434

García G. Luis F. - 99.000

Seguridad e Higiene Construc. S.A.S. - 79.954

Construc. Civiles Acabados Portugales S.A.S. - 78.513

Servicios Ambientales y Geográficos S.A. - 61.151

Aguado P. Carmen E. - 60.610

Designe Ltda. - 56.735

Depositarios - 49.910

Integral S.A. - 52.800

Other accounts payable with individual balances of less than $50,000 2.518.127 1.855.876

T O T A L $ 12.317.753 $9.565.023

Page 51: Financial Statement 2011

NO

TES TO TH

E FINA

NCIA

L STATEMEN

TS

N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 51

NOTE 16. TAXES, LIENS AND DUTIES

The balance of this account included:

(1) Balance in favor of Operadora Minera S.A.S for $733,471 for execution of the contract No. 1100 for provision of mining exploitation services, and

in favor of Exploradora Minera S.A.S for $69,751 for fees of delegated administration contract No. 1053.

(2) The final balance of this liability is uncertain given that due to default of contractor in charge of equipment procurement, assembly and

commissioning of the La Ye Mine processing plant, MINEROS S.A. is of the opinion that the contractor shall recognize monies in its favor for

consequential damages and loss of revenue

(2) According to Law 1370 of 2009 and Legislative Decree No. 4825

of 2010, the Company calculated equity tax equal to $18,279,076,

based on taxable equity held on January 1, 2011, and 4.8% rate plus

1.2% surtax. Tax return was filed in May of 2011 and payment will

be made in eight equal installments in 2011, 2012, 2013 and 2014.

In May and September of 2011, the Company paid equity tax for

$4,569,770.

Balance payable for 2013 and 2014 was classified as long-term

liabilities ($9,139,537).

The Company is subject to income tax at a nominal rate of 33%,

applicable to taxable income

Effective tax rates stood at 32.9% for the year 2011 and 24.60%

for the year 2010, due to the permanent differences between

commercial income and net taxable income.

Below is a summary of the main entries to reconciliate commercial

income and net taxable income, as well as per-books equity and

fiscal equity.

(1) Balance payable for income tax was determined as follows:

ITEM 2011 2010

Income tax (1) $36.244.513 $16.098.923

Equity tax (2) 4.569.770 -

T O T A L $ 40.814.283 $ 16.098.923

ITEM 2011 2010

Income tax provision $56.846.805 $29.967.672

Less - advance income tax paid 17.633.926 13.668.865

Less - withholding tax 3.017.049 689.748

Less - industrial machinery VAT discount - 54.167

Less - Discount Power Sector Special Contribution 535.417 -

Add - provision of former years 584.100 544.031

T O T A L $36.244.513 $16.098.923

Page 52: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .52

A. Reconciliation between commercial income and net taxable income

CONCEPTO 2011 2010

Per books pre-tax income $172.649.200 $121.837.609

Less: Profit from the sale of shares of Mineros Nacionales S.A. (windfall profit)

- (11.865.591)

Income from the sale of shares

Less: Revenues not constituting income or windfall profit (513.545) (13.245.528)

Revenues not earned from equity method (3.909.591) (3.688.396)

Revenues from re-appraisal of shares (222.156) (1.677.880)

Deductions for new rubber plantations (Tax Law, Article 157) (866.676) -

Donations paid against reserve that constitute fiscal deduction (1.000.000) (1.000.000)

CONCEPTO 2011 2010

Plus: Non-deductible expenses: $ - $ -

Shares loss of value 3.873.125 432.489

Penalties and default interest DIAN 1.063.873 -

Levy on financial transactions (75% 1,055,275) 791.456 14.251

Fees of sale of Mineros Nacionales S.A. - 2.309.969

Other non-deductible expenses 397.359 274.303

TAXABLE INCOME $ 172.263.045 $93.391.226

Less: Special 30% deduction on investment in real productive fixed assets (Article 8, Law 1111 of 2006)

- (9.869.633)

NET TAXABLE INCOME $ 172.263.045 $ 83.521.593

33% income tax on net taxable income 56.846.805 27.562.125

Plus: Tax on windfall profits - 2.405.547

TOTAL INCOME TAX AND SURTAX PROVISION $ 56.846.805 $29.967.672

Difference between per-books equity and fiscal equity 2011 2010

Per-books shareholders’ equity $ 436.568.255 $ 380.534.221

Plus: Liabilities not fiscally recognized 584.100 544.031

Land fiscal adjustment - 744.077

Investments fiscal adjustment - 2.331.012

Less: Appreciation of property, plant and equipment not fiscally recognized

(58.209.152) (61.015.451)

FISCAL TAXABLE EQUITY $ 378.943.203 $ 323.137.890

B. Reconciliation between per-books equity and fiscal equity

Page 53: Financial Statement 2011

NO

TES TO TH

E FINA

NCIA

L STATEMEN

TS

N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 53

ITEM 2011 2010

Severance payments $ 2.250.316 $ 2.034.529

Interest on severance payments 254.965 236.087

Vacations 734.945 706.431

Salaries payable 272.783 299.744

TOTAL $ 3.513.009 $ 3.276.791

ITEM 2011 2010

Regular dividends declared (1) $ 7.065.560 $ 6.280.498

Former periods dividends 581.934 395.036

Accrued dividends payable - 93.424

TOTAL $ 7.647.494 $ 6.768.958

The Company’s income tax and surtax returns for fiscal years 2009 and 2010 are still pending revision by tax authorities, who have two (2) years to do so, given that for such fiscal years the Company was not covered by the audit benefit provided for in Article 28 of Law 863 of 2003 since it requested special 40% and 30% deduction, respectively, on investment in real productive fixed assets established in Article 158-3 of Tax Law - fiscal benefit derogated as of 2011 (Law 1430 of 2010).

(1) According to Minutes No. 50 of the Regular Shareholder’s Meeting of March 2 of 2011, the proposal for payment of dividends was approved. Monthly dividend is $9 per share on total 261,687,402 outstanding shares, for a monthly value of $2,355,186,618 for the April 2011-March 2012 period, payable between the 10th and the 20th day of each month. Shareholders registered in the shareholder register on the ex-dividend day of the same period, are entitled to the month’s dividend, under the terms indicated in External

Circular Letter No. 13 of 1998, and Circular Letter No. of 1999 of the Securities Superintendency (today Financial Superintendency).

Payment of $36 extra dividend per share payable in July of 2011 was approved in the same Shareholders’ Meeting (Minutes No. 50).

Appropriation of earnings of the year 2010 for payment of dividends amounted to $37,682,986.

For the current fiscal year, $30,617,426 has been accrued for the periods between April and December.

NOTE 17. LABOR LIABILITIES

At December 31, labor liabilities included:

NOTE 18.DIVIDENDS PAYABLE

The balance at December 31 corresponds to:

Page 54: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .54

NOTE 19.RETIREMENT PENSIONS

The retirement pensions currently under the responsibility of MINEROS S.A. correspond to those workers, who on the date of the ISS transfer Resolution (November of 1997), had expectations to qualify for the special retirement pension agreed in the Collective Bargaining Agreement (18 years of service, 47 years of age), and therefore, the recognition date depended on the worker’s will, or to those workers, who on the date of the same Resolution were not active Company workers, and had retired with the expectation of retirement pension, with only the age requirement pending.

Fiscal regulation is used as the basis for recording of retirement pensions. The Company has carried out

actuarial calculations for retirement pensions on the basis of the technical parameters determined in Decree 2498 of 1988. These parameters were modified as of 1998 upon issuance of Regulatory Decree 1517 of 1998 (Paragraph 1, Article 1), by Article 1 of Decree 2783 of December 20 of 2001, by Article 1 of Regulatory Decree 51 of 2003, and recently, by Article 1 of Decree 4565 of December 7 of 2010, distributing the percentage to amortize actuarial calculation up to the year 2029 in a linear form. At December 31 of 2011, the accumulated amortized percentage of the actuarial calculation stands at 59.97% (55.97% at December 31 of 2010).

At December 31, retirement pensions included:

As of December 31, the value carried to expenses breaks down as follows:

Pension liabilities correspond to seventeen (17) people at December 31, 2011 and 2010.

ITEM 2011 2010

Pension liabilities according to actuarial estimates $1.184.324 $1.228.128

Less: Retirement pension provision recorded by the Company (474.051) (540.710)

RETIREMENT PENSIONS TO BE PROVIDED IN THE NEXT 15 YEARS $710.273 $ 687.418

Pension appropriations $22.855 $80.186

Pension payments 171.220 151.952

TOTAL $ 194.075 $ 232.138

NOTE 20.EQUITY

A. Capital Stock Pubic deed 1030 of April 13 of 2005 of Notary

Public Office 17 of Medellin formalized Minutes 44 of the Regular Shareholders’ Meeting of March 18 of 2005, where the authorized capital of $200,000 was divided into 400,000,000 common shares, each with a par value of fifty cents ($0.50). Of these shares, 317,906,252 had been subscribed

and paid for at December 31 of 2011 and 2010.

At December 31 of 2011 and 2010, reserve for repurchase of shares totals $11,191,283.

At December 31 of 2011 and 2010, total 56,218,850 repurchased shares stand at $5,611,007 (no repurchase of own shares took place along the years 2011 or 2010).

According to Article 396 of the Colombian Code of Commerce, as long as these shares remain the property of the corporation, the

Page 55: Financial Statement 2011

NO

TES TO TH

E FINA

NCIA

L STATEMEN

TS

N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 55

ITEM 2011 2010

For future expansions * $ 175.470.899 $ 124.683.947

For acquisition or replacement of property, plant and equipment * 19.535.253 17.135.253

Other 43.268.232 43.268.232

TOTAL OCCASIONAL RESERVES $ 238.274.384 $ 185.087.432

MEMORANDUM ACCOUNTS 2011 2010

Difference between per-books income and fiscal income $(386.156) $38.316.016

Difference between per-books equity and fiscal equity 57.625.052 57.396.331

In 2010, special 30% deduction on investment in real productive fixed assets (Article 8, Law 1111 of 2006)

- 9.869.633

Sub-Total Fiscal Memorandum Accounts (Net) 57.238.896 105.581.980

Infrastructure leasing contracts pending execution (1) 70.000.000 70.000.000

Appreciation of fully depreciated property, plant and equipment (2) 118.969.285 85.654.933

Retirement pensions policy reserve 6.762.621 6.762.621

Contingent liabilities for ongoing labor claims. 240.000 200.000

Banco Santander stand-by letter of credit (USD 2,500,000) - 4.784.950

TOTAL $ 253.210.802 $ 272.984.484

NOTE 21.MEMORANDUM ACCOUNTS

Correspond to the following items and amounts:

rights inherent to them shall be suspended.

B. Legal reserve De acuerdo con la Ley Colombiana, la Compañía

debe transferir como mínimo el 10% de la utilidad del año a una reserva legal hasta que ésta sea igual al 50% del capital suscrito. Esta reserva no está disponible para ser distribuida, pero puede ser utilizada para absorber pérdidas. A diciembre 31 de 2011y 2010 se tiene un saldo de $79.477 que equivale al 50% del capital suscrito y pagado.

C. Equity revaluation and additional paid-in capital

Equity revaluation ($16,912,520) and additional paid-in capital ($1,551,099) cannot be distributed as earnings but are susceptible of tax-free capitalization.

Decline in equity revaluation account with respect to December 31 of 2010 is explained by the equity tax calculated for tax year 2011 (Article 1 of Law 1370 of 2009) for $18,279,076.

D. Other reserves The balance of this account includes:

* Changes in these reserves are the result of appropriations approved by the Shareholders’ Meeting held on March 2, 2011, according to Minutes

No. 50.

Page 56: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .56

(1) Infrastructure leasing contracts No. 119709 and 119710 subscribed on December 28 of 2010 with Leasing Bancolombia S.A. for expansion

of Central Hidroeléctrica Providencia I and construction of Central Hidroeléctrica Providencia III, worth $12,000,000 and $58,000,000,000

respectively, for a duration of 144 months and with interest rate equivalent to DTF T.A., plus 3.25 points for both contracts. At December

31, 2011, Leasing Bancolombia S.A. has disbursed $1,367,019 (contract No. 119709) and $4,520,999 (contract No. 119710) for execution of

such contracts. MINEROS S.A. in turn, respectively recorded in 2011 $21,852 and $62,795 for interest on disbursements made by Leasing

Bancolombia S.A. as advances.

(2) In accordance with the provisions of Communication No. 2010045038-011 of August 13 of 2010 of the Financial Superintendency regarding

recording of this kind of appreciations.

NOTE 22. OPERATING REVENUES

Amounts received and/or accrued as a result of the activities developed in compliance with its corporate purpose through delivery of goods

proper to the mining activity. In order to comply with the provisions of Number 2 of Article 117 of Regulatory Decree 2649/93, regarding disclosure of revenue percentages received from main customers from sale of precious metals (gold, silver) exported in its entirety directly or indirectly through SCL, we report the following:

FOREIGN CUSTOMER 2011 2010

Argor Heraeus S.A. (Switzerland) 36.63% 24.44%

INTL Commodities Inc. (USA) 33.96% 34.17%

Metalor (USA) 29.34% 22.44%

C.I. Goldex S.A. (Colombia) 0.03% -

C.I.J. Gutiérrez y Cía S.A. (Colombia) - 14.39%

C.I. Fundición Escobar S.A. (Colombia) - 4.51%

C.I. Dhows Congo S.A. (Colombia) 0.04% 0.05%

TOTAL 100.00% 100.00%

Page 57: Financial Statement 2011

NO

TES TO TH

E FINA

NCIA

L STATEMEN

TS

N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 57

NOTE 23.NON-OPERATING REVENUES AND EXPENDITURES

As of December 31, this accounts included:

NON-OPERATING REVENUES 2011 2010

Financial yields $ 6.735.601 $ 3.659.027

Exchange difference 4.120.174 1.950.972

Income from equity method 3.909.591 3.688.396

Recoveries and realizations 1.116.340 1.206.566

Services 1.017.036 1.190.405

Miscellaneous 995.053 -

Gold price hedge contracts 837.505 5.606.175

Dividends and participations 572.466 11.225.720

Indemnities 403.797 492.781

Revenues from appreciation of shares 222.156 1.677.880

UVR accounts adjustment 152.817 96.565

Income from the sale of fixed assets 108.439 70.504

Income from the sale of investments 92.606 13.518.895

Sale of agricultural products 73.991 52.082

Rentals 62.190 58.717

Sale of miscellaneous materials 17.266 -

Other financial yields 8.858 511.380

Amortized discounts 7.567 -

Recovery of provisions - 69.199

TOTAL NON-OPERATING REVENUES $20.453.453 $45.075.264

Non-operating expenditures 2011 2010

Amortization of mining projects $ 6.955.926 $ 2.573.980

Exchange difference 3.222.619 2.615.312

Investments loss of value 3.873.125 432.489

Taxes assumed (1) 2.339.866 -

Premiums paid in options contracts 656.440 1.318.843

Hedging contracts 630.723 -

Commissions 349.253 496.021

Aids and charities (2) 301.216 480.407

Retirement of property, plant and equipment 253.181 -

Loss in securities trading (3) 215.473 26.338

Interest and financial expenses 77.530 23.847

Fees 8.186 2.351.719

Other expenses 1.581.958 1.743.856

TOTAL NON-OPERATING EXPENDITURES $ 20.465.496 $ 12.062.812

TOTAL NON- OPERATING REVENUES AND EXPENDITURES – NET

NO OPERACIONALES – NETO ($12.043) $33.012.452

Page 58: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .58

(1) Corresponds mainly to levy on financial transactions and non-deductible VAT charges.

(2) Loss on securities trading

(3) Aids and charities

ENTITY 2011 2010

Grupo Aval Shares and Securities $ 68.702 $ -

Pacific Rubiales Energy Corporation. 43.977 -

National Treasury Direction 41.469 -

Corficolombiana 32.107 -

Banco de Bogotá 24.590 -

Minor balances 4.628 26.338

TOTAL $ 215.473 $26.338

Entity 2011 2010

Military Forces General Command $ 120.890 $ -

Corp. Santa Fe de Antioquia Film Festival 30.000 30.000

Fundación Incluir Colombia 19.297 -

Fundación para el Progreso de Antioquia 18.748 18.114

Fundación Mi Sangre 10.000 -

Comité Rehabilitación Antioquia 10.000 11.622

Corporación Excelencia en la Justicia 7.800 7.500

Antioquia Chess League - 82.340

Operation Smile Colombia Foundation - 55.000

Mineros S.A.Foundation - 50.000

Colombia Humanitaria - 50.000

Museo de Antioquia - 50.000

Profamilia - 42.000

Secretos para Contar Foundation - 26.610

Nechí Municipality - 4.800

Other minor 84.481 52.421

TOTAL $ 301.216 $480.407

Page 59: Financial Statement 2011

NO

TES TO TH

E FINA

NCIA

L STATEMEN

TS

N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 59

NOTE 24. SPECIAL COMMITMENTS – FUTURE OPERATIONS

In compliance with Article 115, Number 17 of Regulatory Decree 2649/93, the operations of futures on financial assets executed by the Company with different entities, valid as of December 31 of 2010, are listed below:

At December 31 of 2010, these operations included:

ENTITY TIPO DE OPERACIÓN VALOR NOMINAL USD

Bancolombia S.A.Coberturas de Divisas (Operaciones Collars)

USD 24.300.000

Banco de Bogotá S.A.Coberturas de Divisas (Operaciones Collars)

10.400.000

Banco Colpatria S.A.Coberturas de Divisas (Operaciones Collars)

2.500.000

Banco de Bogotá S.A. Forwards de Divisas 925.652

Banco de Occidente S.A. Forwards de Divisas 800.540

Banco Colpatria S.A. Forwards de Divisas 500.000

TOTAL USD 39.426.192

ENTIDAD TIPO DE OPERACIÓN VALOR NOMINAL USD CANTIDAD ONZAS Au

Banco de Bogotá S.A.Foreign Exchange Hedges (Collars)

USD10.950.000

BBVA S.A.Foreign Exchange Hedges (Collars)

4.200.000

Banco Colpatria S.A.Foreign Exchange Hedges (Collars)

6.100.000

INTL Commodities (USA)Gold price hedges (put options)

- 12.000

INTL Commodities (USA)Gold price hedges (call options)

- 12.000

TOTAL USD21.250.000 24.000

With respect to these operations of futures, we inform that:

A. Foreign exchange hedges (collars) were hired at an average purchase price (call) of $2,030.17/USD and an average sale price (put) of $1,867.34/USD, with average maturity of 61 days.

B. Foreign exchange forwards were hired at rates ranging between $1,788.29/USD and $2,008.39/USD, all of them with maturity between February 6 and June 29, 2012.

C. In accordance with the terms of the respective hedge and forward negotiations, as of December 31 of 2011, the Company had neither rights nor obligations with respect to these contracts, given that operation compliance is agreed upon on different da tes of the year 2012.

Page 60: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .60

NOTE 25. SUBSEQUENT EVENTS

1. In January of 2012, MINEROS S.A. subscribed agreements with foreign companies that were timely reported to the securities market through the relevant information system established by the Financial Superintendency, as follows:

A. With Canadian Quia Resources Inc., to purchase 6,700,000 units for CAD 1,005,000 equivalent to 7.8% participation in this corporation. Each unit includes one common share plus the option to acquire, for CAD 0.30, an additional half common share before January 6, 2014. Upon this acquisition, MINEROS S.A. becomes holder of 9,320,000 common shares, representing approximately 10.9% participation in the capital of the foreign corporation.

B. With US corporation Goldsands Development Company, to start in February of 2012 due diligence activities on 50 mining titles held by such company in northeastern Peru in order to evaluate the possibility of commencing exploration to define participation, in association with this corporation, in a mining project with 85% ownership in said deeds.

2. After closing of the Company’s general-purpose financial statements at December 31, 2011, DIAN issued the following administrative acts related to approval of reimbursement requests pending:

RESOLUTION No. DATE ITEM VALUE

1325 February 3, 2012 Mar-Apr 2011 VAT $ 1.791.935

1326 February 3, 2012 Jul-Aug 2011 VAT 1.800.439

1327 February 3, 2012 Sep-Oct 2011 VAT 1.988.530

1288 February 2, 2012Excess payment of withholding tax April, 2011

130.291

TOTAL $ 5.711.195

Page 61: Financial Statement 2011

Consolidated Financial Statements

5

Page 62: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .62

To the shareholders of MINEROS S.A.:

I have audited the consolidated balance sheets of MINEROS S.A. and its subsidiaries PROYECTO SABALETAS S.A.S., OPERADORA MINERA S.A.S. and EXPLORADORA MINERA S.A.S. at December 31, 2011 and 2010 and the corresponding consolidated statements of income, of changes in the shareholders’ equity, of changes in financial position, and of cash flows for the years then ended, as well as the summary of the main accounting policies and other explanatory notes. Management is responsible for the preparation and correct presentation of the financial statements in conformity with the accounting principles generally accepted in Colombia. Such responsibility includes: designing, implementing and maintaining an internal control system adequate for the preparation and presentation of the financial statements, free from significant errors due to fraud or error, selecting and applying appropriate accounting policies, and establishing the accounting estimates that are reasonable under the circumstances. My responsibility is to audit said financial statements

and express an opinion thereon based on my audits. I did not audit the financial statements of Proyecto Sabaletas S.A.S., Operadora Minera S.A.S. and Exploradora Minera S.A.S., consolidated subsidiaries whose financial statements show total assets after elimination of reciprocal balances representing 3.11% and 3.32% of consolidated assets at December 31, 2011 and 2010, respectively, and revenues after elimination of reciprocal balances representing 4% and 7% of total consolidated revenues for the year ended on such dates. Such financial statements were audited by other statutory auditors whose reports have been provided to me. The opinion I express herein regarding the consolidated financial statements, in relation to the amounts included of such consolidated subsidiaries, is based solely, on the information provided by the statutory auditors of the subsidiaries. I obtained the information necessary to comply with my duties and carry out my work in accordance with auditing standards generally accepted in Colombia. Those standards require that I plan and perform the audit to satisfy myself that the financial statements are free from significant errors. An audit of financial statements includes examining, on a test basis, the

Statutory auditors’ report

Page 63: Financial Statement 2011

CON

SOLID

ATED FIN

ANCIAL STATEM

ENTS

C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 63

evidence supporting the amounts and disclosures included in the financial statements. The audit procedures selected depend on the auditor’s professional judgment, including an evaluation of the risk of significant errors in the financial statements. In evaluating the risk, the statutory auditor considers the Company’s internal control relevant for the preparation and reasonable presentation of the financial statements, in order to design audit procedures appropriate to the circumstances. An audit also includes evaluating the accounting principles used and the significant accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements. I consider that my audits provide a reasonable basis for the opinion which I express.In my opinion, on the basis of my audit and that of other statutory auditors, the aforementioned consolidated financial statements, taken from the accounting books, present fairly, in every significant aspect, the financial position of MINEROS S.A., PROYECTO SABALETAS S.A.S., OPERADORA MINERA S.A.S. and EXPLORADORA MINERA S.A.S. at December

31, 2011 and 2010, the results of their operations, the changes in their equity, the changes in their financial position, and their cash flows for the years then ended, in conformity with accounting principles generally accepted in Colombia, applied on uniform basis.

LINA MARÍA VELÁSQUEZ ÁLVAREZStatutory AuditorT.P. 61321-TDesignated by Deloitte & Touche Ltda.

February 27, 2012

Page 64: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .64

MINEROS S.A. AND SUBSIDIARIESConsolidated balance sheetAt december 31, 2011 and 2010(In thousands of Colombian pesos)

LINA MARÍA VELÁSQUEZ ÁLVAREZStatutory AuditorT.P. 61321-TDesignated by Deloitte & Touche Ltda.(See attached opinion)

BEATRIZ E.URIBE RESTREPOPresident0

HÉCTOR TRESPALACIOS T.Chief Accounting OfficerProfessional Card No. 32758-T

ASSETS 2011 2010

Note

CURRENT ASSETS

Cash 934.951$ 1.002.117$

Marketable securities 4 152.405.774 109.698.566

Subtotal - cash and cash equivalents 153.340.725 110.700.683

Accounts receivable 3 44.149.420 19.887.497

Prepaid expenses 6.407.426 2.393.209

TOTAL CURRENT ASSETS 203.897.571 132.981.389

PROPERTY, PLANT AND EQUIPMENT 5

Cost of assets 249.327.865 228.928.357 Accumulated depreciation -128.297.670 -106.573.881

121.030.195 122.354.476

OTHER ASSETS

Long-term accounts receivable 6 5.139.064 5.584.030 Inventories 7 34.333.729 27.112.504 Long-term investments 8 6.597.563 6.298.334 Other 9 87.065.849 67.785.795

133.136.205 106.780.663

RE-APPRAISALS 10 58.209.152 61.015.451

TOTAL ASSETS 516.273.123$ 423.131.979$

MEMORANDUM ACCOUNTS 18 257.498.249$ 276.776.457$

Page 65: Financial Statement 2011

CON

SOLID

ATED FIN

ANCIAL STATEM

ENTS

C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 65

MINEROS S.A. AND SUBSIDIARIESConsolidated balance sheetAt december 31, 2011 and 2010(In thousands of Colombian pesos)

LINA MARÍA VELÁSQUEZ ÁLVAREZStatutory AuditorT.P. 61321-TDesignated by Deloitte & Touche Ltda.(See attached opinion)

BEATRIZ E.URIBE RESTREPOPresident0

HÉCTOR TRESPALACIOS T.Chief Accounting OfficerProfessional Card No. 32758-T

LIABILITIES AND EQUITY 2011 2010

Note

CURRENT LIABILITIES

Financial liabilities 11 145.654$ 87.173$ Suppliers 4.007.816 3.838.820 Accounts payable 11.675.378 9.239.033 Taxes, liens and duties 12 41.580.522 17.728.804 Labor liabilities 13 4.888.550 4.251.404 Dividends 14 7.647.494 6.768.958

TOTAL CURRENT LIABILITIES 69.945.414 41.914.192

Equity tax payable 12 9.446.081 - Retirement pensions 15 710.272 687.418

TOTAL LIABILITIES 80.101.767 42.601.610

SHAREHOLDERS’ EQUITY

Capital stock 16 158.953 158.953Additional paid-in capital 16 1.551.099 1.551.099Equity revaluation 16 16.912.520 35.191.596Revaluation surplus 10 58.209.152 61.015.451Reserve for repurchase of shares 16 11.191.283 11.191.283Treasury stock 16 -5.611.007 -5.611.007Other appropriated reserves 238.353.860 185.166.909Year's income 115.405.496 91.866.085

TOTAL SHAREHOLDERS’ EQUITY 436.171.356$ 380.530.369$

TOTAL LIABILITIES ANDSHAREHOLDERS’ EQUITY 516.273.123$ 423.131.979$

MEMORANDUM ACCOUNTS 17 257.498.249$ 276.776.457$

Page 66: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .66

MINEROS S.A. AND SUBSIDIARIESConsolidated income statementAT DECEMBER 31, 2011 AND 2010(In thousands of Colombian pesos)

LINA MARÍA VELÁSQUEZ ÁLVAREZStatutory AuditorT.P. 61321-TDesignated by Deloitte & Touche Ltda.(See attached opinion)

BEATRIZ E.URIBE RESTREPOPresident0

HÉCTOR TRESPALACIOS T.Chief Accounting OfficerProfessional Card No. 32758-T

2011 2010

Note

PRECIOUS METALS PRODUCTION 353.708.677$ 246.350.088$

Production costs 163.891.387 141.548.703

Administration expenses 10.360.435 10.178.080

OPERATING INCOME 179.456.855 94.623.305

NON-OPERATING REVENUES (EXPENDITURES), NET 18 -5.075.596 29.046.297

INCOME BEFORE PROVISION FOR INCOME TAX 174.381.259 123.669.602

Provision for income tax 12 -58.975.763 -31.803.517

YEAR'S NET INCOME 115.405.496$ 91.866.085$

The accompanying notes are an integral part of these financial statements

Page 67: Financial Statement 2011

CON

SOLID

ATED FIN

ANCIAL STATEM

ENTS

C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 67

MIN

ERO

S S.

A. A

ND

SU

BSI

DIA

RIE

SCo

nsol

idat

ed st

atem

ent o

f cha

nges

in sh

areh

olde

rs’ e

quity

FO

R TH

E YE

ARS

EN

DED

DEC

EMBE

R 31

, 201

1 A

ND

201

0(In

thou

sand

s of

Col

ombi

an p

esos

)

LIN

A M

ARÍ

A V

ELÁ

SQU

EZ Á

LVA

REZ

Stat

utor

y A

udito

rT.

P. 6

1321

-TD

esig

nate

d by

Del

oitt

e &

Touc

he L

tda.

(See

att

ache

d op

inio

n)

BEAT

RIZ

E.U

RIBE

RES

TREP

OPr

esid

ent0

H

ÉCTO

R TR

ESPA

LACI

OS

T.Ch

ief A

ccou

ntin

g O

ffice

rPr

ofes

sion

al C

ard

No.

327

58-T

Yea

r's

Equ

ityR

eval

uatio

nTo

tal

Inco

me

Rev

alua

tion

Sur

plus

Equi

ty

Add

ition

al

Res

erve

for

Res

erve

for

Res

erve

ava

ilabl

eTo

tal

Pai

d -in

repu

rcha

seT

reas

ury

Lega

las

set

Res

erve

for

to s

hare

hold

ers'

othe

r

Cap

ital

capi

tal

of s

hare

sS

tock

Res

erve

pr

otec

tion

gifts

mee

ting

rese

rves

BA

LAN

CE

S A

T D

EC

EM

BE

R 3

1,15

8.95

3$

1.55

1.09

9$

11.1

91.2

83$

($5.

611.

007)

79.4

77$

14

.735

.253

$

-

$

95.4

05.5

35$

11

0.22

0.26

5$

11

4.61

1.64

2$

36

.432

.966

$

43.0

36.6

52$

311.

591.

853

$

2009

Tra

nsfe

r of

inco

me

- -

-

-

-

2.40

0.00

01.

000.

000

72.5

46.6

4475

.946

.644

-114

.611

.642

-

-

-3

8.66

4.99

8

Gift

- -

-

-

-

-

-1

.000

.000

-

-1.0

00.0

00-

-

-

-1.0

00.0

00

Equ

ity ta

x-

-

-

-

-

-

-

-

-

-

-1

.241

.370

-

-1.2

41.3

70

Yea

r's in

crea

se-

-

-

-

-

-

-

-

-

-

-

17.9

78.7

9917

.978

.799

Yea

r's in

com

e -

-

-

-

-

-

-

-

-

91

.866

.085

-

-

91

.866

.085

BA

LAN

CE

S A

T D

EC

EM

BE

R 3

1,15

8.95

3$

1.55

1.09

9$

11.1

91.2

83$

($5.

611.

007)

79.4

77$

17

.135

.253

$

-

$

167.

952.

179

$

185.

166.

909

$

91.8

66.0

8535

.191

.596

$

61.0

15.4

51$

380.

530.

369

$

2010

Tra

nsfe

r of

inco

me

- -

-

-

-

2.40

0.00

0

1.

000.

000

50.7

86.9

5154

.186

.951

-91.

866.

085

-

-

-3

7.67

9.13

4

Gift

- -

-

-

-

-

-1

.000

.000

-

-1.0

00.0

00-

-

-

-1.0

00.0

00

Equ

ity ta

x-

-

-

-

-

-

-

-

-

-

-1

8.27

9.07

6-

-1

8.27

9.07

6

Yea

r's in

crea

se-

-

-

-

-

-

-

-

-

-

-

-2.8

06.2

99-2

.806

.299

Yea

r's in

com

e -

-

-

-

-

-

-

-

-

11

5.40

5.49

6-

-

115.

405.

496

BA

LAN

CE

S A

T D

EC

EM

BE

R 3

1,15

8.95

3$

1.55

1.09

9$

11.1

91.2

83$

($5.

611.

007)

79.4

77$

19

.535

.253

$

-

$

218.

739.

130

$

238.

353.

860

$

115.

405.

496

$

16.9

12.5

20$

58

.209

.152

43

6.17

1.35

6$

2011

AP

PR

OP

RIA

TE

D

Page 68: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .68

MINEROS S.A. AND SUBSIDIARIESConsolidated statement of changes in financial positionFOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010(In thousands of Colombian pesos)

LINA MARÍA VELÁSQUEZ ÁLVAREZStatutory AuditorT.P. 61321-TDesignated by Deloitte & Touche Ltda.(See attached opinion)

BEATRIZ E.URIBE RESTREPOPresident0

HÉCTOR TRESPALACIOS T.Chief Accounting OfficerProfessional Card No. 32758-T

2011 2010Financial resources generated by operations

Net income $ 115.405.496 91.866.085Add (less) credits (charges) to income not affecting working capital

Depreciation 22.276.207 20.770.541Amortization of intangible assets 36.127 26.915Provision for retirement pensions 22.854 80.186Amortization of deferred charges 17.575.720 11.145.034Depreciation charged to projects 306.061 216.690Effect on consolidation other than income statement 396.899 64.735

Working capital provided by operations 156.019.364 124.170.186

Total sources of funds 156.019.364 124.170.186

Increase in accounts payable 9.446.081 - Decrease in long-term accounts receivable 444.966 -

Total working capital obtained 165.910.411 124.170.186

WORKING CAPITAL USED IN:

Increase in long-term accounts receivable - 445.940Dividends paid 37.682.985 38.729.736Addition to property, plant and equipment, net 21.257.986 22.581.132Gifts 1.000.000 1.000.000Other assets 44.805.405 22.856.128Equity tax 18.279.075 1.241.369

Total working capital used 123.025.451 86.854.304

INCREASE IN WORKING CAPITAL $ 42.884.960 37.315.881

CHANGES IN WORKING CAPITAL 0COMPONENTS:

$ 70.916.182 33.249.574

Cash -67.166 442.626Marketable securities 42.707.208 28.815.123Accounts receivable 24.261.923 1.598.616Prepaid expenses 4.014.217 2.393.209

Decrease (increase) in current liabilities $ -28.031.222 4.066.307

Financial liabilities -58.481 -10.495Suppliers -168.996 -994.045Accounts payable -2.436.345 624.934Taxes, liens and duties -23.851.718 -3.594.869Labor liabilities -637.146 -850.943Dividends payable -878.536 -767.176Other liabilities - 9.658.900,89

$

$

$

$

$

$42.884.960 37.315.881

Increase (decrease) in current assets

INCREASE IN WORKING CAPITAL

Page 69: Financial Statement 2011

CON

SOLID

ATED FIN

ANCIAL STATEM

ENTS

C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 69

MINEROS S.A. AND SUBSIDIARIESStatement of cash flowsFOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010(In thousands of Colombian pesos)

LINA MARÍA VELÁSQUEZ ÁLVAREZStatutory AuditorT.P. 61321-TDesignated by Deloitte & Touche Ltda.(See attached opinion)

BEATRIZ E.URIBE RESTREPOPresident0

HÉCTOR TRESPALACIOS T.Chief Accounting OfficerProfessional Card No. 32758-T

2011 2010

CASH FLOWS FROM OPERATION ACTIVITIESNet income 115.405.496 91.866.085provided by operation activities:Depreciation 22.276.207 20.770.541Amortization of intangible assets 36.126 26.915Amortization of deferred charges 17.575.720 11.145.034Depreciation charged to projects 306.061 216.690Retirement pensions 22.855 80.186Effect on consolidation other than income statement 396.899 64.735

156.019.364 124.170.186Changes in assets and liabilities(Increase) Decrease in:Accounts receivable -23.816.957 -2.044.556Prepaid expenses -4.014.217 -2.393.209Increase (Decrease) in:Suppliers 168.996 994.045Accounts payable 2.436.345 -624.934Taxes, liens and duties 23.851.718 3.594.869Dividends payable 878.536 767.176Labor liabilities 637.146 850.943Other liabilities 9.446.081 -9.658.901

9.587.649 -8.514.567

NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES 165.607.013 115.655.619

CASH FLOWS FROM INVESTMENT ACTIVITIESAcquisition of property, plant and equipment, net -21.257.987 -22.581.132Acquisition of other assets, net -44.805.405 -22.856.128

NET CASH USED IN INVESTMENT ACTIVITIES -66.063.392 -45.437.260

CASH FLOWS FROM FINANCING ACTIVITIES(Decrease) in financial liabilities 58.481 10.495Dividends declared -37.682.985 -38.729.736Gifts -1.000.000 -1.000.000Equity revaluation -18.279.075 -1.241.369

NET CASH USED IN FINANCING ACTIVITIES -56.903.579 -40.960.610

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR

NET CHANGES IN CASH AND CASH EQUIVALENTS 42.640.042 29.257.749

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD 110.700.683 81.442.934

CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 153.340.725$ 110.700.683$

$ $

The accompanying notes are an integral part of these financial statements

Page 70: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .70

Shareholders’ MeetingMarch 21 of 2012

Certification of Financial Statements

The undersigned, Legal Representative and Chief Accounting Officer of the company, under whose responsibility the financial statements were prepared, in compliance with the bylaws, hereby declare that they have previously verified the assertions therein contained, which have been faithfully taken from the books.

BEATRIZ E.URIBE RESTREPOPresident

HÉCTOR TRESPALACIOS T.Chief Accounting Officer

Mat. 32758-T

Page 71: Financial Statement 2011

CON

SOLID

ATED FIN

ANCIAL STATEM

ENTS

C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 71

MINEROS S.A. Y SUBORDINADAS

Notas a los estados financieros Consolidados a diciembre 31 de 2011 y 2010(Cifras expresadas en miles de pesos)

NOTE 1. OPERATIONS OF THE CONSOLIDATED COMPANIES

Mineros de Antioquia S.A. is a private corporation established on November 14 of 1974 by public deed No 6161 of the 4th Notary Public Office of Medellin for a term of ninety-nine (99) years. Through public deed No. 1038 of April 19 of 2004, it changed its corporate name to MINEROS S.A.

The Company has as its purpose the conduction of any type of business, activities, endeavors, acts and contracts related to the mining industry in general, of either precious metals, metallic and non-metallic mineral substances or hydrocarbons. To comply with its corporate purpose, the Company’s operation center is located in El Bagre (Antioquia province) and its headquarters in Medellín.

The financial statements at December 31, 2011 are consolidated among MINEROS S.A., the controlling corporation, and the subsidiaries PROYECTO SABALETAS S.A.S, OPERADORA MINERA S.A.S and EXPLORADORA MINERA S.A.S.

In 2010, financial statements consolidation was conducted among the same corporate bodies.

- PROYECTO SABALETAS S.A.S. Initially incorporated as one-person company

through private document subscribed on January 2 of 2008, filed with the Medellín Chamber of Commerce under No. 389. The corporation was transformed into a simplified joint stock company (S.A.S.) through private document of April 2 of 2009 filed with the Medellín Chamber of Commerce on May 13 of the same year under No. 6038.

Its corporate purpose is to invest, directly or through contributions to corporations of any nature, in activities of preservation, exploration, exploitation, industrialization or development in any form, of renewable and non-renewable resources. The corporation has its operation center in the municipality of Titiribi (Antioquia province) and its administrative offices in Medellín. The company processes slag with gold-silver content in Sitio Viejo, municipality of Titiribi (Antioquia province). It also conducts at its own account and risk, exploration in other projects located around the country.

Page 72: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .72

- OPERADORA MINERA S.A.S.

Simplified joint stock company OPERADORA MINERA S.A.S. was incorporated according to Colombian regulation on March 10 of 2009, and its corporate purpose is to carry out all kinds of licit acts, especially in the areas of preservation, exploration, exploitation, industrialization and availing of any form of renewable and nonrenewable resources. The private document related to its incorporation was filed with the mercantile register of the Chamber of Commerce of Medellin City on April 2 of 2009, in book 9, under number 4129.

The corporation has its operation center in the municipality of Zaragoza (Antioquia province), Naranjal and Corderito localities, and its administrative offices in Medellín. The duration of the company is indefinite.

- EXPLORADORA MINERA S.A.S. Simplified joint stock company Exploradora Minera

S.A.S. was incorporated through private document on March 15 of 2010, filed with the Medellin Chamber of Commerce on April 6 of same year under No. 5067. Its corporate purpose is to carry out any licit civil or commercial act, and its economic activity consists of conducting mining exploration works in the different work fronts and projects that MINEROS S.A. has around the country. For such effect, it has subscribed a delegated administration contract with the parent company in exchange for a remuneration.

NOTE 2. ACCOUNTING POLICIES

The consolidated financial statements of MINEROS S.A. and its subsidiaries PROYECTO SABALETAS S.A.S., OPERADORA MINERA S.A.S. and EXPLORADORA MINERA S.A.S. have been prepared and presented according to accounting principles generally accepted in Colombia. Certain accounting principles applied for matters of consolidation of MINEROS S.A. and its subsidiaries, according to accounting principles generally accepted in Colombia, could disagree with the accounting principles generally accepted in other countries

Although they may differ in their final effect, the Management considers that the estimates and assumptions used were adequate under the circumstances and that they agree with the accounting principles generally accepted in Colombia.

The main accounting policies used for the preparation of the consolidated financial statements are:

Consolidation basis The attached consolidated financial statements

include the financial statements of MINEROS S.A. and its subsidiaries PROYECTO SABALETAS S.A.S., OPERADORA MINERA S.A.S. and EXPLORADORA MINERA S.A.S. where MINEROS S.A. holds, as of December 31, 2011, 100% of shares. All significant balances and operations between the Companies were deleted during consolidation.

Assets, liabilities, equity and results of MINEROS S.A. and its subsidiaries as of December 31, 2011 and for the year ended on that date, are:

ITEM MINEROS S.A.PROYECTO

SABALETAS S.A.S.OPERADORA

MINERA S.A.S.EXPLORADORA MINERA S.A.S.

Assets $ 514.618.480 $ 11.417.311 $ 3.174.050 $ 1.455.558

Liabilities 78.050.225 1.631.030 1.797.392 1.036.598

Equity 436.568.255 9.786.281 1.376.658 418.960

Income Statement

$ 115.802.395 $ 2.782.301 $ 981.987 $ 145.303

Page 73: Financial Statement 2011

CON

SOLID

ATED FIN

ANCIAL STATEM

ENTS

C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 73

Methodology According to Article 122 of Regulatory Decree 2649

of 1993, for matters of consolidation, all balances and reciprocal operations among companies as on the closing date of such reports, and for the period mentioned, were deleted.

Accounting system The Companies use the accrual accounting system,

according to which revenues and expenditures are recorded when incurred, independently of whether payment or collection has been in cash.

Monetary unit According to legal provisions, the monetary unit

used by the Company for the balance sheet and income statement accounts is the Colombian Peso.

Materiality The Company’s policy for disclosing accounting

entries in its consolidated financial statements in order to determine their materiality is based on the relative importance of each sub-account with respect to the account group to which it belongs. Accordingly, balance sheet entries at December 31, 2011 representing 5% or more of current assets, other assets, current liabilities, long-term liabilities and equity are disclosed.

Investments Investments are recorded at cost or at the inflation-

adjusted cost until December 31, 2006, as the case may be, and which does not exceed sale value.

Based on External Circular Letter 11 of the Securities Superintendency (today Financial Superintendency) of 1998, in the case of MINEROS S.A., and Circular

Letter 05 of 1998 of the Superintendency of Corporations, in the cases of PROYECTO SABALETAS S.A.S., OPERADORA MINERA S.A.S., and EXPLORADORA MINERA S.A.S., the Companies classify investments as follows:

- Investments are classified as marketable and long-term, according to the intention of realization. Marketable investments are those easy to realize within a term of up to three calendar years, and for which, there is a serious intention of realization. Long-term investments are those which are seriously intended to be held for at least three calendar years.

- Investments are classified as fixed-income and variable-income, depending on the return they generate.

- According to control, they are classified as controlling and non-controlling, subject to the provisions of the Colombian Code of Commerce.

- Based on the cause or reason motivating the investment, they are voluntary or mandatory.

Property, plant and equipment These are recorded at cost, which includes inflation

adjustments from January 1 of 1992 until December 31 of 2006. Maintenance and repair expenditures that do not increase the useful life of respective assets are recorded as a charge in the income statement, as they are incurred.

Depreciation is calculated by the straight-line method, based on the estimated useful life of assets, using the following depreciation annual rates:

BUILDINGS AND CONSTRUCTIONS

MACHINERY AND EQUIPMENT

ELECTRIC PLANTS AND NETWORKS

FURNITURE AND FIXTURES

DREDGESTRANSPORTATION

EQUIPMENTCOMPUTER EQUIPMENT

5% 10% 10% 10% 15% 20% 20%

Given that the dredges work on a three-shift basis, the accelerated depreciation method provided for in Art. 140 of Tax Law is used.

Page 74: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .74

Inventories Inventories correspond to materials and

consumables, dredge maintenance materials, parts and other accessories; they are valued at average cost using a permanent or continuous inventory system. Materials in transit and workshop orders under process are valued at their actual manufacturing or acquisition costs.

Deferred charges As provided by accounting and fiscal regulations,

amortization policies for deferred charges depend on their nature, as follows:

A. Mining projects are amortized on the basis of the deposit’s estimated exploitation time, starting on the date when respective revenue starts. When exploration investments result to be fruitless, they are amortized in the same period when they are so determined.

B. Agricultural projects (rubber plantation and bio-factory of MINEROS S.A.) are amortized along the estimated cultivation time, once concluded the non-productive period.

C. All other deferred charges are accounted at cost; amortization is carried out through the straight-line method with periods ranging between one and five years.

Exchange difference Transactions in foreign currency are recorded

at the applicable exchange rate in force on the date of the transaction. Balances receivable of investments abroad, financial liabilities and accounts payable are adjusted monthly. The balances of such accounts at December 31 were translated into Colombian Pesos at the market representative rate for the end of the year certified by the Financial Superintendency ($1,942.70/USD in 2011 and $1,913.98/USD in 2010). Exchange difference resulting from accounts payable and foreign-currency liabilities used to purchase inventories, deferred charges, and property, plant and equipment is capitalized until the asset is in condition of being used or disposed of.

From that moment on, the exchange difference is recorded against the income statement of the period. All other exchange gains and losses are recorded as financial revenue or expense.

Equity tax and surtax In accordance with the Law regulating accounting

principles generally accepted in Colombia and considering the alternatives for accounting recording established there, the Company chose to record such tax and its corresponding surtax against the equity revaluation account.

Taxes, liens and duties Income tax provision is determined on the basis

of commercial income, adequately relating the period’s revenue to its corresponding costs and expenses, or, on the basis of presumptive income on taxable equity, in case it exceeds net taxable income.

Labor liabilities Labor liabilities are adjusted at year’s closing date

as provided by legal regulations and binding collective bargaining agreements.

Retirement pension liabilities payable by the Company are determined based on actuarial studies as provided by legal regulations. Annual retirement pension provision is adjusted in a rational and systematical way. Pension payments are charged to the results of the year.

Additional paid-in capital The excess of placed shares price over their par

value is recorded in the capital surplus account, additional paid-in capital.

Reappraisals These correspond to differences between

commercial or cadastral appraisal and net book value, adjusted to inflation, of real estate property. Such reappraisals are recorded in separate assets and equity accounts as revaluation surplus, which is not distributable. Loss of value of real estate property is recorded through provision charged to the period’s expenses.

Reappraisal of investments as of December 31, 2011 and 2010 was conducted as established in circular letter 011 of 1998 of the Securities Superintendency (today, Financial Superintendency) in the case of MINEROS S.A., and in Circular Letter 05 of 1998 of the Superintendency of Corporations, in the cases of PROYECTO SABALETAS S.A.S., OPERADORA MINERA S.A.S. and EXPLORADORA MINERA S.A.S. as follows:

Page 75: Financial Statement 2011

CON

SOLID

ATED FIN

ANCIAL STATEM

ENTS

C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 75

- In the case of MINEROS S.A., for marketable variable-income investments when their sale value (stock exchange quote or intrinsic value) is higher than their cost, reappraisal affects the investment’s latest cost recorded, by increasing or decreasing its amount with a contra entry in the results of the period, recognizing the revenue or expense produced depending on the increase or decline of investment, respectively.

- In the case of the Subsidiaries, for marketable variable-income investments, when their sale value (stock exchange quote or intrinsic value) is higher than cost, reappraisal is recorded for the period under assets and revaluation surplus under equity. When the sale value is lower than cost, the difference will affect reappraisal and revaluation surplus, when it is higher, a provision will be recorded in the income statement.

- Long-term investments of controlled companies are accounted through the equity method.

- When the sale value of long-term investments of non-controlled companies is higher than cost, reappraisal for the period is recorded under assets and revaluation surplus under equity. When the sale value is lower than cost, the difference will affect reappraisal and revaluation surplus, without limitation upon the fact that their net balance might be of a contrary nature.

In September of 2009, MINEROS S.A. hired commercial appraisals of property, plant and equipment which were conducted by Francisco Ochoa O. Propiedad Raíz – Avalúos TIN 70.037.897-4, a firm with main offices in the city of Medellín. Real estate property was appraised using the comparative or market method and cost or replacement method. In the case of machinery and equipment, quotes for similar machines and equipment were taken into account, their original value was updated translating it into United States Dollars on that date, and loss of value factors due to old age and use were later applied; also their current state was analyzed with technicians. Both assets under depreciation process and fully depreciated assets in use were appraised, with

the reappraisal of the totally depreciated assets in use recorded under memorandum accounts.

At December 31, 2011, commercial appraisals of MINEROS S.A. were updated on the basis of CPI for 2011 so as to establish assets’ respective appreciation (loss of value) with respect to net book value.

In the case of PROYECTO SABALETAS S.A.S., given the depletion of the slag deposited in Sitio Viejo, Titiribi municipality (Antioquia province) foreseen for the short term, conduction of technical appraisals for property, plant and equipment was not considered appropriate.

As of December 31, 2011, OPERADORA MINERA S.A.S. and EXPLORADORA MINERA S.A.S. did not own any property, plant and equipment.

Gifts Donations are recorded against fiscal

period’s results or against occasional reserves established for such purpose by the Shareholders’ Meeting.

Equity revaluation Balances at December 31, 2011 and 2010

correspond to inflation adjustments to equity accounts until December 31, 2006, minus the equity tax and corresponding surtax recorded in compliance with Law 1370 of 2009 and Legislative Decree 4825 of 2010. According to current regulations, this balance cannot be distributed as income until the Company is liquidated or capitalized.

Memorandum accounts Control memorandum accounts record

financial information for control, contingencies, and future transactions commitments; fiscal memorandum accounts record differences between per-books values and values for fiscal matters.

Consolidated net income per share Consolidated net income per share is

calculated on the weighted average number of outstanding subscribed shares during each period.

Statement of cash flows The statement of cash flows was prepared by

the indirect method.

Page 76: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .76

NOTE 3. ACCOUNTS RECEIVABLE

As of December 31, accounts receivable included:

NOTE 4. MARKETABLE SECURITIES

At December 31, marketable securities included:

(1) Corresponds to rights owned at December 31, 2011 and 2010 in P195 Grupo Contempo Ltda. (Oficinas Oxo – Bogotá) Trust Estate in Fidubogotá

S.A. Along 2011, $383,265 (2010 $313,173) was received from this Trust Estate as refunded contributions.

ITEM 2011 2010

Customers $ 21.206.574 $ 8.199.142

Public entities 11.583.628 4.579.175

Loans to associates 846.791 812.273

Advance payments to suppliers and contractors

3.858.367 2.790.496

Yields receivable 6.125.518 3.200.599

Other 528.542 305.812

TOTAL $ 44.149.420 $ 19.887.497

ITEM 2011 2010

Participation in trust estates with trust companies (1)

$ 1.371.073 $ 1.754.338

Trust funds administered by brokerage firms (on demand)

1.977.106 2.518.903

Certificates of deposit 45.000.000 33.831.162

Government bonds 10.750.000 11.000.000

Private bonds 24.126.804 19.471.270

Treasury bonds 39.476.567 23.362.447

Shares in local corporations (2) 15.960.972 9.936.187

Shares in foreign corporations (3) 1.448.782 520.726

Hedging operations 7.220.082 18.641

Other investments abroad (4) 3.782.383 4.244.593

Other investments (5) 3.285.077 3.173.275

Subtotal 154.398.846 109.831.542

Provision for loss of value of investments in shares of local corporations

(1.993.072) (118.458)

Provision for loss of value of investments in shares of foreign corporations

- -14.518

TOTAL $ 152.405.774 $ 109.698.566

Page 77: Financial Statement 2011

CON

SOLID

ATED FIN

ANCIAL STATEM

ENTS

C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 77

(2) At December of 31 of 2011, the Company had as marketable securities the following investments in shares of Colombian corporations:

ISSUERNÚMERO ACCIONES

(UNIDADES)VALOR DE MERCADO

(VALOR SEGÚN LIBROS)

Ecopetrol S.A. 471.200 $ 2.002.416

Grupo Nutresa S.A. * 70.599 1.735.432

ISAGEN S.A. E.S.P. * 539.000 1.360.934

Bancolombia S.A. 41.000 1.157.515

Cementos Argos S.A. * 99.900 1.156.314

ISA S.A. E.S.P. * 86.300 1.154.927

Grupo de Inversiones Suramericana S.A.-ADP 30.770 1.011.830

Pacific Rubiales Energy Corp. * 16.110 991.652

Suramericana de Inversiones S.A. * 26.400 994.369

Colinversiones S.A. E.S.P * 154.500 870.461

Helm Bank S.A. * 1.658.000 718.245

Banco Davivienda S.A. 24.500 507.940

Grupo Aval – ADP * 343.248 446.222

Grupo Aval – Common shares * 195.213 253.777

Fogansa S.A. * 175.000 350.000

Conconcreto S.A. * 145.153 220.763

Cartón de Colombia S.A. 27.200 218.144

Canacol Energy Ltd. * 75.000 213.595

Banco de Occidente S.A. * 5.367 202.121

Inversiones Argos S.A. * 10.600 199.016

Tablemac S.A. 10.000.000 99.400

Banco Popular S.A. * 95.729 57.437

Corficolombiana S.A. * 654 22.691

Almacenes Éxito S.A. 619 15.771

TOTAL $ 15.960.972

* Recorded at purchase price, because of their loss of value.

Page 78: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .78

As on December of 2008, MINEROS S.A. and SUBSIDIARIES had as marketable securities the following investments in shares of Colombian corporations:

(3) As on December of 2008, MINEROS S.A. and SUBSIDIARIES had in their investment portfolio the following investments in shares of foreign

corporations:

Investments in shares abroad:

A. Were purchased in Dollars in the stock exchanges of different cities of the United States, and their cost was translated into Colombian Pesos at December 31 of 2011, at the Market Representative Rate.

B. Their market-price re-appraisal was based on the closing price at the corresponding stock exchange on the last business day of 2011.

ISSUERNÚMERO ACCIONES

(UNIDADES)VALOR DE MERCADO

(VALOR SEGÚN LIBROS)

Suramericana de Inversiones S.A. 30.900 $ 1.166.246

Cementos Argos S.A. * 99.900 1.156.314

Grupo Nutresa S.A. 37.679 1.019.334

ISAGEN S.A. E.S.P 384.000 1.006.721

ISA S.A E.S.P. 60.300 852.277

Pacific Rubiales Energy Corp. 11.910 751.866

Ecopetrol S.A. 165.200 672.402

Corficolombiana S.A. 15.017 532.049

Bancolombia S.A. 17.000 502.222

Colinversiones S.A. E.S.P * 74.637 452.385

Banco de Bogotá S.A. 7.700 446.310

Grupo Aval S.A. 202.061 346.329

Fogansa S.A. * 175.000 350.000

Helm Bank S.A. 658.000 303.266

Banco de Occidente S.A. 5.367 202.121

Tablemac S.A. 10.000.000 96.800

Banco Popular S.A. 95.729 57.438

Conconcreto S.A. 13.153 22.107

TOTAL $ 9.936.187

ISSUER NÚMERO DE ACCIONESVALOR DE MERCADO (VR. SEGÚN LIBROS)

Quia Resources Inc. 2.620.000 $ 794.020

Petrominerales Ltd. 6.150 193.396

Compañía de Minas Buenaventura 4.880 363.478

Merrill Lynch & Co. Inc. 2.709 97.888

TOTAL $ 1.448.782

* Recorded at purchase price, because of their loss of value.

Page 79: Financial Statement 2011

CON

SOLID

ATED FIN

ANCIAL STATEM

ENTS

C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 79

(4) Other Investments abroad

These are Exchange Traded Funds –ETF– established overseas, that replicate, in general terms, an international financial asset and are traded in

stock exchanges as follows:

Investment cost in dollars is represented at the Market Representative Rate certified by the Financial Superintendency at December 31, 2011. Appreciation (loss of value) of investment in each fund is established at month’s closing on the basis of the respective index market quote, with charge (credit) to the income statement.

In 2011, the Company registered against results, as adjustment to market value of these investments, loss of value for $517,609. In 2010, it recorded revenues from appreciation for $354,730.

At December 31, 2010, ETF included:

ISSUER No. SHARES COST MARKET VALUEAPPRECIATION

(LOSS OF VALUE)

Merrill Lynch & Co. Inc.

2.769 $ 129.624 $ 115.106 $ (14.518)

Petrominerales Ltd. 6.150 391.102 391.102 -

TOTAL $ 520.726 $ 506.208 $ (14.518)

FUND No. UNITSMARKET VALUE

(Book value)

SPDR S&P 500 ETF TR. 6.600 $ 1.609.138

Ishares MSCI Emerging MKT (EEM) 17.616 1.298.406

Vanguard INTL Equity Index FD 7.207 555.141

Financial Sector SPDR (XLI) 5.566 140.570

Ishares Xinhua China 25 (FXI) 1.714 116.110

Ishares S& P Latin América 40 (ILF) 762 63.018

TOTAL $ 3.782.383

C. Additionally, the following information is disclosed:

As of December 31 of 2010, MINEROS S.A. and its subsidiaries had in their investment portfolio the following investments in shares of foreign corporations:

FUND No. UNITSMARKET VALUE

(Book value)

SPDR S&P 500 ETF TR. 6.600 $ 1.588.509

Ishares MSCI Emerging MKT (EEM) 16.826 1.534.228

Vanguard INTL Equity 7.207 658.390

Financial Sector SPDR (XLI) 5.566 169.919

Ishares Xinhua China 25 (FXI) 1.714 141.359

Ishares S& P Latin América 40 (ILF) 762 78.552

Market Vectors ETF TR Brazil 667 73.636

TOTAL $ 4.244.593

Page 80: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .80

The Company’s management considers that adequate investment portfolio diversification exists in order to reduce financial risk.

(5) Other investments

Other investments include the following:

DETAIL 2011 2010

Commercial papers $ 3.000.000 $ 3.000.000

Balance of overnight operations in Bancolombia Miami 194.270 95.699

Money market accounts abroad. 90.807 77.576

TOTAL $ 3.285.077 $ 3.173.275

ITEM 2011 2010

Housing loans $ 5.062.772 $ 5.482.647

Vehicle loans 76.292 101.383

TOTAL $ 5.139.064 $ 5.584.030

ASSET 2011 2010Land $ 2.074.927 $ 1.407.388

Mining properties 2.655.348 2.655.348

Buildings and constructions 14.735.574 12.146.210

Constructions in progress and machinery under assembly

11.131.078 5.454.719

Machinery and equipment 152.593.535 149.950.379

Electric plants and networks 56.851.041 48.870.597

Furniture and fixtures 903.851 717.095

Transportation equipment 7.234.797 6.751.616

Computer equipment 989.631 974.153

Other assets 158.083 852

Subtotal 249.327.865 228.928.357

Less: Accumulated depreciation (125.642.322) (103.918.533)

Accumulated depletion (2.655.348) (2.655.348)

T O T A L $ 121.030.195 $ 122.354.476

NOTE 5. PROPERTY, PLANT AND EQUIPMENT

At December 31, this account included:

NOTE 6. LONG-TERM ACCOUNTS RECEIVABLE

Corresponds to balances payable by MINEROS S.A. workers from loans granted for periods longer than one year, whose reclassification as long-term receivables was considered prudent at December 31, as follows:

Page 81: Financial Statement 2011

CON

SOLID

ATED FIN

ANCIAL STATEM

ENTS

C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 81

CORPORATION PARTICIPATION % Nº OF SHARES ADJUSTED COST

SALE VALUE OR BOOK VALUE

RE-APPRAISALS (LOSS OF VALUE)

Unipalma de los Llanos S.A. 17.74% 493.214.074 $ 6.213.743 $ 18.983.810 $ 12.770.067

Compañía Minera de Ataco S.A.S.

100% 20.000 200.000 202.521 2.521

Distrito de Negocio S.A.S. 40% 80.000 80.000 80.000 -

Club de Banqueros (un derecho)

N.A. N.A. 4.500 4.500. -

Subtotal 6.498.243 19.270.831 12.772.588

Promotora de Proyectos S.A. 1.60% 124.399 99.320 26.248 (73.072)

Subtotal 99.320 26.248 (73.072)

TOTAL $ 6.597.563 $ 19.297.079 $ 12.699.516

CORPORATION PARTICIPATION % Nº OF SHARES ADJUSTED COST

SALE VALUE OR BOOK VALUE

RE-APPRAISALS (LOSS OF VALUE)

Unipalma de los Llanos S.A. 17.74% 493.214.074 $6.213.743 $ 15.684.208 $ 9.470.465

Club de Banqueros (right) N.A. N.A. 4.500 4.500 -

Subtotal 6.218.243 15.688.708 9.470.465

Promotora de Proyectos S.A. 1.68% 60.302 80.091 12.989 (67.102)

Subtotal 80.091 12.989 (67.102)

TOTAL $ 6.298.334 $ 15.701.697 $ 9.403.363

ITEM 2011 2010

Materials and consumables $ 31.465.116 $ 21.681.231

Materials in transit 1.128.505 3.011.168

Workshop orders under process 1.260.003 2.198.615

Other 480.105 221.490

TOTAL $ 34.333.729 $ 27.112.504

NOTE 7. INVENTORIES

At December 31, this account included:

At December 31, 2010, long-term investments included:

NOTE 8. LONG-TERM INVESTMENTS

At December 31, 2011, long-term investments included:

Page 82: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .82

As provided in Second Title, Chapter I, number 1.8 of External Circular Letter 02 of 1998 of the Securities Superintendency (today, Financial Superintendency), the following is added regarding long-term investments:

The Company does not consider redemption of permanent investments within the three (3) calendar years following the closing date of the Financial Statements.

* Balance after consolidation reciprocal deletions.

NOTE 9. OTHER ASSETS

As of December 31, this account included:

CORPORATIONECONOMIC ACTIVITY

ACCRUED INCOME 2011

ACCRUED INCOME 2010

Unipalma de los Llanos S.A. Agro-industry $ 238.422 $ 650.531

Promotora de Proyectos S.A. Investor - -

Compañía Minera de Ataco S.A.S. Mining - -

Distrito de Negocio S.A.S. Construction - -

C L A S E D E A C T I V O 2011 2010

Financial leasing contracts:

Net fixed assets (vehicles) acquired through financial leasing with Leasing Bancolombia

$107.352 $108.488

Projects:

Amount invested in exploration to determine possible economically exploitable gold deposits. (Distrito El Bagre, Join Venture Anglogold Ashanti and other projects).

72.743.020 * 42.453.298 *

Costs and expenses incurred in rubber plantation project on the Company’s land.

3.781.997 2.579.607

Deferred charges

Balance to be amortized of exploration, development, and pre-operating costs and expenses of the La Ye mine (entered operation in May 2010)

10.433.480 22.644.402

TOTAL $ 87.065.849 $ 67.785.795

Page 83: Financial Statement 2011

CON

SOLID

ATED FIN

ANCIAL STATEM

ENTS

C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 83

NOTE 10. RE-APPRAISALS

As on December 31, assets re-appraisals included:

NOTE 11. FINANCIAL LIABILITIES

At December 31, financial liabilities included:

(1) At December 31 of 2011, financial leasing contracts No. 103632 , 108668 and 121708 have been subscribed with Leasing Bancolombia S.A. for

purchase of three two vehicles, as follows:

ASSET 2011 2010

PROPERTY, PLANT AND EQUIPMENT

Land $ 8.110.387 $ 4.727.092

Buildings 4.679.172 3.777.676

Machinery and equipment 21.851.357 34.042.029

Transportation equipment 930.931 703.081

Aqueducts, plants and networks 7.600.312 6.031.198

SUBTOTAL $ 43.172.159 $ 49.281.076

SECURITIES

Rights in trust estates Grupo Contempo Oficinas OXO Trust Estate)

2.337.477 2.331.012

Re-appraisal in long-term investments, net (See Note 8)

12.699.516 9.403.363

SUBTOTAL $ 15.036.993 $ 11.734.375

TOTAL $ 58.209.152 $ 61.015.451

ITEM 2011 2010

Credit cards $ 62.912 $ 18.120

Financial leasing contracts (1) 82.742 69.053

TOTAL $ 145.654 $ 87.173

CONTRACT INSTALLMENTS BALANCE MATURITYINSTALLME TS PENDING

PURCHASE OPTION

RATEACCRUED INTEREST

103632 52 $ 11.890 January 3, 2014 24 $ 849 11.08% E.A. $ 1.408

108668 60 40.657 March 15, 2010 39 595 17% E.A. 3.946

121708 60 30.195 March 7, 2016 51 350 8.34% E.A. 2.345

TOTAL $ 82.742 $ 1.794 $ 7.699

Page 84: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .84

At December 31 of 2011, financial leasing contracts No. 103632 , 108668 and 121708 have been subscribed with Leasing Bancolombia S.A. for purchase of three two vehicles, as follows:

CONTRACT INSTALLMENTS BALANCE MATURITYINSTALLME TS PENDING

PURCHASE OPTION

RATEACCRUED INTEREST

103632 52 $ 16.977 January 3, 2014 36 $ 849 11.08% E.A. $ 4.091

108668 60 52.076 March 15, 51 595 17% E.A. 3.451

TOTAL $ 69,053 2010 $ 1.444 $ 7.542

MINEROS S.A. 2011 2010

Current year income tax $ 56.846.805 $ 29.967.672

PROYECTO SABALETAS S.A.S.

Current year income tax 1.535.451 1.726.656

OPERADORA MINERA S.A.S.

Current year income tax 506.155 71.858

EXPLORADORA MINERA S.A.S.

Current year income tax 87.352 37.331

TOTAL $ 58.975.763 $ 31.803.517

COMPANY 2011 2010

MINEROS S.A.

Income tax $ 36.244.513 $ 16.098.924

Short-term equity tax (1) 4.569.770 -

PROYECTO SABALETAS S.A.S.

Income tax 469.207 1.552.698

Short-term equity tax (1) 153.272 -

OPERADORA MINERA S.A.S.

Sales tax Nov-Dec 120.445 77.182

EXPLORADORA MINERA S.A.S.

Income tax 23.315 -

TOTAL $ 41.580.522 $ 17.728.804

NOTE 12.TAXES, LIENS AND DUTIES

Income tax and surtaxes provision as of December 31 included:

The Companies are subject to income tax at a nominal rate of 33%, applicable to taxable income.

Current liabilities show the net balance payable by the Companies for income tax, after discounting withholding tax applied to each of them and prepaid taxes, as well as the balance payable of other taxes, as follows:

Page 85: Financial Statement 2011

CON

SOLID

ATED FIN

ANCIAL STATEM

ENTS

C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 85

NOTE 13. LABOR LIABILITIES

As of December 31, labor liabilities included:

NOTE 14. DIVIDENDS PAYABLE

The balance at December 31 corresponds to:

(1) The Companies, as provided in Law 1370 of 2009 and Legislative Decree No. 4825 of 2010, determined equity tax taking as basis net fiscal

equity held on January 1, 2011 at a tax rate of 4.8% plus 1.2% surtax. Tax returns were filed in May of 2011; payment will be made in eight equal

installments in 2011, 2012, 2013 and 2014 MINEROS S.A.’s and Proyecto Sabaletas S.A.S’ balances payable corresponding to 2013 and 2014 for

$9,139,536 and $306,545, respectively, were classified as long-term liabilities.

Operadora Minera S.A.S. and Exploradora Minera S.A.S. are not liable for such tax givens that they do not meet the required amount of fiscal

equity.

(1) As recorded in Minutes No. 50 of the Shareholders’ Meeting of MINEROS S.A. of March 2 of 2011, the motion for dividend payment was approved. Monthly dividend is $9 per share on total 261,687,402 outstanding shares, for a monthly value of $2,355,186,618 for the April-2011-March-2012 period, payable between the 10th and the 20th day of each month. Shareholders registered in the shareholder register on the ex-dividend day of the same period, are entitled to the month’s dividend, under the terms indicated in External Circular Letter No. 13 of 1998, and External Circular Letter No. 004 of 1999 of the Securities Superintendency (today Financial Superintendency).

ITEM 2011 2010

Severance payments $ 3.079.274 $ 2.615.317

Interest on severance payments 492.256 299.909

Vacations 1.034.497 1.022.291

Salaries payable 282.523 313.887

TOTAL $ 4.888.550 $ 4.251.404

ITEM 2011 2010

Regular dividends declared (1) $ 7.065.560 $ 6.280.498

Former periods dividends 581.934 395.036

Accrued dividends payable - 93.424

TOTAL $ 7.647.494 $ 6.768.958

Page 86: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .86

Payment of extra dividend of $36 per share payable in July of 2011 was also approved in such Shareholders’ Meeting (Minutes No. 50). $37,682,986 thousand was appropriated from earnings of the year 2010 for payment of dividends. For the current fiscal year, $30,617,426 thousand has been accrued for the periods between April and December.

As approved in Minutes No. 3 of the Shareholders’ Meeting of PROYECTO SABALETAS S.A.S held on February 24, 2011, from 2010 earnings ($3,471,364), 10% ($347,136) was appropriated for legal reserve; the remaining balance for $3,124,228 was paid as dividends to its single shareholder.

According to Minutes No. 4 of the Shareholders’ Meeting of OPERADORA MINERA S.A.S. held on February 25, 2011, $143,375 was appropriated to establish equity reserves; a similar situation happened with EXPLORADORA MINERA S.A.S. where 2010 earnings for $73,657 were appropriated, as approved by Minutes No. 1 of the Shareholders’ Meeting held on February 25, 2011.

NOTE 15. RETIREMENT PENSIONS

RETIREMENT PENSIONS The retirement pensions currently under the responsibility of Mineros S.A. correspond to those workers, who on the date of the ISS transfer Resolution (November of 1997), had expectations to qualify for the special retirement pension agreed in the Collective Bargaining Agreement (18 years of service, 47 years of age), and therefore, the recognition date depended on the worker’s will, or to those workers, who on the date of the same Resolution were not active Company workers, and had retired with the expectation of retirement pension, with only the age requirement pending.

Fiscal regulation is used as the basis for recording of retirement pensions. The Company has carried out actuarial calculations for retirement pensions on the basis of the technical parameters determined in Decree 2498/88. These parameters were modified as of 1998 upon issuance of Regulatory Decree 1517/98 (Paragraph 1, Article 1) and also by Article 1 of Decree No. 2783 of December 20 of 2001, by Article 1 of Regulatory Decree No. 51 of 2003, and, recently, by Article 1 of Decree No. 4565 of December 7 of 2010, distributing the percentage to amortize actuarial calculation until 2029 in linear form. At December 31 of 2011, the accumulated amortized percentage of the actuarial calculation stands at 59.97% (55.97% at December 31 of 2010).

At December 31, retirement pensions included:

ITEM 2011 2010

Pension liabilities according to actuarial estimates $ 1.184.324 $ 1.228.128

Less: Retirement pension provision recorded by the Company (474.052) (540.710)

RETIREMENT PENSIONS TO BE PROVIDED IN THE NEXT 18 YEARS

$ 710.272 $ 687.418

Page 87: Financial Statement 2011

CON

SOLID

ATED FIN

ANCIAL STATEM

ENTS

C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 87

As of December 31, the value carried to expenses breaks down as follows:

Pension liabilities correspond to seventeen (17) people at December 31 of 2011 and 2010.

PROYECTO SABALETAS S.A.S., OPERADORA MINERA S.A.S. and EXPLORADORA MINERA S.A.S. are not liable for pension liabilities since such risk has been assumed by ISS and private pension funds.

ITEM 2011 2010

Pension appropriations $ 22.855 $ 80.186

Pension payments 171.220 151.952

T O T A L $ 194.075 $ 232.138

NOTE 16. EQUITY

A. Capital Pubic deed 1030 of April 13 of 2005 of Notary

Public Office 17 of Medellin formalized Minutes 44 of the Regular Shareholders’ Meeting of March 18 of 2005, where the authorized capital of $200,000 was divided into 400,000,000 common shares, each with a par value of fifty cents ($0.50). Of these shares, 317,906,252 had been subscribed and paid for at December 31 of 2011 and 2010.

At December 31 of 2011 and 2010, reserve for repurchase of shares totals $11,191,283.

At December 31 of 2011 and 2010, total 56,218,850 repurchased shares stand at $5,611,007 (no repurchase of shares took place along the years 2011 or 2010).

According to the Colombian Code of Commerce

(Article 396), as long as these shares remain the property of the corporation, the rights inherent to them shall be suspended.

Subscribed and paid-in capital of PROYECTO

SABALETAS S.A.S. is represented by 337,000 shares with par value of $10,000 each.

Subscribed and paid-in capital of OPERADORA

MINERA S.A.S. is represented by 20,000 shares with par value of $10,000 each.

Subscribed and paid-in capital of EXPLORADORA MINERA S.A.S. is represented by 20,000 shares with par value of $10,000 each.

For matters of consolidation of financial statements, total subscribed and paid-in capital and corresponding equity entries of PROYECTO SABALETAS S.A.S., OPERADORA MINERA S.A.S. and EXPLORADORA MINERA S.A.S., were deleted.

B. Legal reserve Colombian law requires the Companies to transfer

at least 10% of annual net income to a legal reserve until the balance of the reserve is equal to 50% of subscribed capital. Such reserve cannot be distributed but can be used to absorb losses.

C. Equity revaluation and additional paid-in capital

Equity revaluation and additional paid-in capital cannot be distributed as earnings but may be capitalized tax-free.

Decline in equity revaluation account with respect to December 31 of 2010 is explained by the equity tax and corresponding surtax calculated by MINEROS S.A. for year 2011 (Law 1370 of 2009 and Legislative Decree 4825 of 2010).

Page 88: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .88

NOTE 17. MEMORANDUM ACCOUNTS

Memorandum accounts include fiscal accounts, guarantees granted and disclosure of contingent liabilities and contingent rights as follows

MEMORANDUM ACCOUNTS 2011 2010

Difference between per-books income and fiscal income $ 29.685 $ 38.354.939

Difference between per-books equity and fiscal equity 57.634.985 57.396.331

Special 40% deduction on investment in real income-producing fixed assets - Article 8 of Law 1111 of 2006)

- 9.869.633

Subtotal fiscal memorandum accounts $ 57.664.670 $ 105.620.903

Infrastructure leasing contracts pending execution (1) 70.000.000 70.000.000

Contingent labor liabilities 240.000 200.000

Retirement pensions policy reserve 6.762.621 6.762.621

Contingent rights for civil work contracts 1.711.673 1.603.050

Promissory notes received as collateral 900.000 900.000

Appreciation of fully depreciated property, plant and equipment (2)

118.969.285 85.654.933

Pledge on personal property without ownership 1.250.000 1.250.000

Stand-by letters of credit - 4.784.950

TOTAL $ 257.498.249 $ 276.776.457

(1) Infrastructure leasing contracts Nos. 119709 and 119710 subscribed by MINEROS S.A. on December 28 of 2010 with Leasing Bancolombia

S.A. for expansion of Central Hidroeléctrica Providencia I and construction of Central Hidroeléctrica Providencia III, worth $12,000,000

and $58,000,000,000 respectively, for a duration of 144 months and with interest rate equivalent to DTF T.A., plus 3.25 points for both

contracts. At December 31, 2011, Leasing Bancolombia S.A. has disbursed for these contracts $1,367,019 (contract 119709) and $4,520,999

(contract 119710). In 2011, MINEROS S.A. recorded $21,852 and $62,795, respectively, as interest on advance disbursements made by

Leasing Bancolombia S.A.

(2) In accordance with the provisions of Communication No. 2010045038-011 of August 13 of 2010 of the Financial Superintendency regarding

recording of this kind of appreciations.

Page 89: Financial Statement 2011

CON

SOLID

ATED FIN

ANCIAL STATEM

ENTS

C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 89

NOTE 18. NON-OPERATING REVENUES AND EXPENDITURES

As of December 31, non-operating revenues and expenditures included:

NON-OPERATING REVENUES 2011 2010

Financial yields $ 7.182.759 $ 4.358.668

Exchange difference 4.120.174 1.950.972

Revenue from gold price hedge contracts 837.505 5.712.660

Dividends 572.466 11.225.720

Revenues from re-appraisal of shares 222.156 1.677.880

Income from the sale of investments 162.172 13.559.203

Insurance indemnities 145.724 289.768

Recoveries and realizations - 268.802

Other 2.862.115 2.253.709

TOTAL $ 16.105.071 $ 41.297.382

NON-OPERATING REVENUES 2011 2010

Financial yields $ 4.954.463 $ 2.388.854

Exchange difference 3.873.125 432.489

Revenue from gold price hedge contracts 3.222.619 2.615.313

Dividends 1.544.687 623.576

Revenues from re-appraisal of shares 396.877 1.022.640

Income from the sale of investments 301.216 480.407

Insurance indemnities 216.920 26.338

Recoveries and realizations 6.838 300.158

Other 6.663.922 4.361.310

TOTAL $ 21.180.667 $ 12.251.085

TOTAL NET $ (5.075.596) $ 29.046.297

Page 90: Financial Statement 2011

F I N A N C I A L S T A T E M E N T 2 0 1 1 - M I N E R O S S . A .90

NOTE 19. ADDITIONAL DISCLOSURES

The effect of consolidation represented in the financial statements as of December 31, 2011 and 2010, and for the years ended on such dates, increase in assets of $1,654,643 for 2011 and of $2,572,870 for 2010; increase in liabilities of $2,051,542 for 2011 and of $2,576,722 for 2010; and a decrease in equity of $396,899 for 2011 and $3,582 for 2010.

Personnel and associated expenses:

NOTE 20. SUBSEQUENT EVENTS

1. In January of 2012, MINEROS S.A. subscribed agreements with foreign companies that were timely reported to the securities market through the relevant information system established by the Financial Superintendency, as follows:

A. With Canadian Quia Resources Inc., to purchase 6,700,000 units for CAD 1,005,000 equivalent to 7.8% participation in this corporation. Each unit includes one common share plus the option to acquire, for CAD 0.30, an additional half common share before January 6, 2014. Upon

PERSONNEL EXPENSES

COMPANYSENIOR LEVEL

STAFFOTHER EMPLOYEES TOTAL

Mineros S.A. $ 4.189.886 $ 39.731.413 $ 43.921.299

Proyecto Sabaletas S.A.S. - 720.519 720.519

Operadora Minera S.A.S 366.599 8.894.202 9.260.801

Exploradora Minera S.A.S 159.743 4.129.258 4.289.001

TOTAL $ 4.716.228 $ 53.475.392 $ 58.191.620

COMPANY SENIOR LEVEL STAFF OTHER EMPLOYEES TOTAL

Mineros S.A. $ 4.189.886 $ 39.731.413 $ 43.921.299

Proyecto Sabaletas S.A.S. - 720.519 720.519

Operadora Minera S.A.S 366.599 8.894.202 9.260.801

Exploradora Minera S.A.S 159.743 4.129.258 4.289.001

TOTAL $ 4.716.228 $ 53.475.392 $ 58.191.620

Page 91: Financial Statement 2011

CON

SOLID

ATED FIN

ANCIAL STATEM

ENTS

C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 91

RESOLUTION Nº DATE ITEM VALUE

1325 February 3, 2012 March - April of 2011 VAT $ 1.791.935

1326 February 3, 2012 July - August of 2011 VAT 1.800.439

1327 February 3, 2012 Sept - October of 2011 VAT 1.988.530

1288 February 2, 2012Excess tax withholding April

of 2011130.291

TOTAL $ 5.711.195

this acquisition MINEROS S.A. becomes owner of 9,320,000 common shares representing close to 10.9% shareholdings in the foreign corporation.

B. With US corporation Goldsands Development Company, to start in February of 2012 due diligence activities on 50 mining titles held by such company in northeastern Peru in order to evaluate the

possibility of commencing exploration to define participation, in association with this corporation, in a mining project with 85% ownership in said deeds.

2. After close of general-purpose financial statements of MINEROS S.A. as of December 31, 2011, DIAN issued the following administrative acts related to ongoing reimbursement requests:

Page 92: Financial Statement 2011

Financial statement 2011

Teléfono (Phone): +57 4 2665757Carrera 43 A N° 14 -109, piso 6Edificio Nova TempoMedellín, Colombia

Teléfono (Phone): +57 4 8372383Calle 46 N° 46 - 01El Bagre, Antioquia, Colombia

www.mineros.com.co

Wetlands created after our mining operations