C SEDAR FILINGS Annual-Report

Letter to Shareholders from Chairman & CEO
Dear Shareholder,
We wish to sincerely thank you for your continued support of Bear Creek Mining Corporation.
During 2005 Bear Creek’s long held vision was realized with the discovery of Corani, our new world-class silver deposit
in Peru. The grass-roots discovery of an important new mineral deposit is the most effective method for creating the
highest return on investment in an exploration company. Corani is an excellent example of exploration success leading
to tremendous added value for shareholders; the 250 million ounces of silver estimated as of the date of this year’s
annual report have an exceptionally low total "discovery cost" of US$0.07 per ounce of silver, exclusive of lead or zinc
value. We are very excited as ongoing drilling continues to expand this already very large silver deposit and an updated
resources estimate is already being planned for July 2006.
The successful fast-track program at Corani - from acquisition, target definition, continuous drilling, completion of the
first of several resource estimations, and now preliminary engineering - requires a uniquely qualified and dedicated
team. Nine months after the discovery drill hole, Corani is advancing steadily down the path of scoping and pre-
feasibility studies while step-out drilling continues; strategies which will effectively bring additional value to the
project.
The acquisition of Corani from Rio Tinto in January 2005 (option to acquire a minimum 70%) was followed by an
aggressive and ongoing drilling program that started in June 2005. These efforts resulted in an initial resource estimate
produced just nine months following the collaring of the project's first exploration drill hole. The resource contains 27.9
million tonnes @ 49.6 grams per metric tonne silver in measured plus indicated resources and 87.6 million tonnes @
72.9 grams per metric tonne silver as inferred resources. This equates to 45M ounces plus 206M ounces of silver in
measured plus indicated and inferred resources, respectively. Importantly, the resource also contains approximately 1%
lead and 0.5% zinc.
At the time of this writing, the resource estimation has already been superseded by thirty-five holes located outside of
the resource model. Further up-side potential is considerable as drilling has yet to reach the limits of the potential ore
body. The deposit occupies positive topography indicating open pit mining potential with extremely low stripping
ratios. Additionally, a gold-rich zone which has not been included in the resource estimates is currently being drilled.
There are numerous opportunities to potentially enhance Corani's value, which is already spotlighted considering the
scarcity of large, bulk tonnage, open pit epithermal precious metals deposits currently available for acquisition or
development in a market of rising demand.
It became clear by year-end 2005 that Corani was an important discovery and the necessary preparations began to
advance the project towards a pre-feasibility study. The first metallurgical test drill holes were completed in February
2006 and an experienced mining engineer with a track record for successful project development joined Bear Creek’s
team to manage a scoping study anticipated for mid-year 2006.
During 2005 Bear Creek also continued to move its other projects forward and maintained a strong generative effort
with a focus on gold and silver. An aggressive generative program is at the very core of the philosophy held by the
management and directors of Bear Creek and an important reason for our success to date.
Bear Creek Mining Corporation 1 ANNUAL REPORT 2005

Letter to Shareholders
During the 2nd quarter of 2006, titles are being completed on the Santa Ana silver prospect; and, at the time of this
writing, drilling permits are being processed. Santa Ana (100% Bear Creek) was our first grass-roots silver discovery in
the same emerging epithermal belt that hosts the Corani deposit. Our focus shifted away from Santa Ana, but only
temporarily as it is an equally compelling untested target. Santa Ana contains a very large geochemical anomaly (3 kms
by 0.6 km) at surface averaging 87 grams/tonne silver in a geologic setting very similar to Corani. We recognize that
Bear Creek would be extremely fortunate to make two major deposit discoveries during the span of two years; however,
we believe that Santa Ana affords our shareholders that potential opportunity. Initial drilling results from Santa Ana are
expected later this year.
Drilling is expected to commence shortly on the newly acquired Condor gold property (Bear Creek option to acquire
100%), located in Cretaceous quartzite along the Pacific coast. Areas of strongly anomalous gold (467 samples
averaging 0.70 g/t Au) have outlined an untested district measuring 2 kilometers by 5 kilometers. Three higher-grade
targets identified through our work within this district will soon receive initial diamond core drilling.
Our La Yegua copper-molybdenum-gold project (100% Bear Creek) will also receive drilling in the 3rd quarter 2006.
With a large portfolio of high-quality, untested prospects about to be drill tested, the year 2006 could well be as
interesting as 2005 for Bear Creek shareholders. The drilling of grass-roots targets is admittedly a higher-risk strategy
than many exploration companies are comfortable with; nevertheless, with one world class discovery already in our
portfolio we have proven that the potential rewards far outweigh the risks.
During 2005, we saw other significant events including improvements in commodities prices and market conditions.
Many metals hit multi-decade, if not all-time, highs. Bear Creek was named to the 2005 “TSX Venture 50” as one of the
top ten emerging companies in the mining category. Also during 2005, Bear Creek welcomed Silver Wheaton as an
important shareholder which was widely viewed as an endorsement of our company's accomplishments.
Bear Creek also completed a financing for CDN$11.7M in 2005, which placed us in a strong cash position to complete
the district exploration and the scoping/pre-feasibility studies at Corani. Our cash position as of Q1 2006 was CDN$14M
which will allow us to comfortably initiate exploration drilling at Santa Ana and our other projects, as well as maintain
our strong grass-roots focus on finding additional exciting precious metals prospects.
Finally, we wish to thank our employees for their dedication and passion. Discovery-oriented exploration teams with
successful track records such as Bear Creek’s are rare and are the ones who find exceptional ore bodies. The past year
has demonstrated what this team, management, board of directors and our shareholders have always believed: that
Bear Creek has the ability to deliver discoveries, beginning with Corani.
Catherine McLeod-Seltzer Andrew T. Swarthout

Chairman of the Board and Director President, Chief Executive Officer and Director

Property Summaries
CORANI SILVER - GOLD PROPERTY
Project Summary
The Corani Silver-Gold Project represents an emerging, world-class

discovery of potentially bulk-mineable silver-lead mineralization. To date,
Bear Creek has defined the Main Corani, Minas Corani ,Corani Este, and the
Gold Zone deposits, as well as several other targets. It has thus far been
tested by 170 drill holes totalling 26,000 meters, of which 83 drill holes and
24 trenches have resulted in an estimate of Measured and Indicated and
Inferred resource for three silver- lead-zinc deposits.
The Corani project has progressed from the primary drill hole discovery in
June of 2005 to an initial resource estimate in nine months time
representing 44.5 million ounces silver contained in Measured and
Indicated resources and an additional 205.4 million ounces silver contained in Inferred resources. The resources contain
significant lead and zinc that will likely further increase value upon completion of metallurgical testing. Drilling is
continuing to define silver-lead-zinc mineralization at all three zones. Initial drilling at the Gold Zone has intersected
encouraging gold grades including 40 m @ 2.9 g/t gold and 20.2 g/t silver.
Potential extensions to the mineralization at Corani remain open in several areas, and very exciting is that the source of
the precious metals mineralization has yet to be found.
Additional drill targets exist at the la Curva exploration target and with extensions of silver-lead mineralization under
post-mineral cover to the north at Minas Corani and to the north and east at Corani Este.
The Corani project is located 200 kilometers north of the city of Puno. Access is by approximately 6 hours travel time
over paved and dirt roads from either the Cusco or Juliaca airports served by regular commercial flights. Elevations
range from 4,000 meters to 5,100 meters. Numerous commercial operations exist at these altitudes in the Andean
region, and access to Corani is available year-round.The higher altitudes present minimal developmental problems, and
in fact, benefit the project as there are no agricultural related issues and the area is sparsely populated, minimizing
social impact.
An independent resource calculation completed by SRK

Consulting in March 2006 defined 250 million ounces of
silver, 2.5 billion pounds of lead and 1.2 billion pounds of
zinc in the three deposits. The majority of these resources
were categorized as Inferred, with a small portion in the
Main Corani zone classified in the Measured and Indicated
category due to tighter drill spacing.
The Corani Este deposit contains 120 million ounces of the

total quoted silver resources, in a zone covering
approximately 600 m by 175 m. This deposit contains the
highest grades and thickest zones of the three deposits
and mineralization still remains open to the north and east.
Infill drilling at Corani Este continues to reveal higher grade
Bear Creek president Andrew Swarthout (left) and Bear Creek VP zones, while step-out drilling and trenching have
exploration David Volkert standing on Corani Main Zone, with encountered new mineralization to the north of Corani
Corani Este in the background.

Property Summaries
Este and north and northwest of Minas Corani. In addition to the silver-lead-zinc mineralization, there is a 1-km-long
gold zone situated 2.5 km south of the silver zone. Drill testing to date shows good continuity of gold mineralization
over a distance of 1,000 m. The zone remains open to the south along strike and laterally in the hanging wall.
Current geological understanding of the Corani mineralization classifies it as a low-sulfidation, carbonate-base metal-
silver epithermal system. In the silver-base metals zone, the style of mineralization includes veins, breccias, and vein
stockworks. At least three stages of veining exist, with veins typically dipping at high angles or dipping moderately west
and trending north to northwest.
The Corani project was acquired in January 2005 when Bear Creek entered into an option agreement with Rio Tinto
Mining and Exploration Limited to obtain a 70% interest in the property for for payments totaling US$5,400,000 over
3 years. Following Bear Creek’s acquisition of 70%, the property will be developed under a joint venture agreement with
standard dilution clauses. The full details of the agreement can be found at the company’ website.
Work Performed
Since the acquisition of the Corani Silver-Gold Project in January of 2005, Bear Creek Mining has transformed the
property from an area of historic lead-zinc and precious metal production to a world-class exploration discovery.
The initial exploration phase included mapping and detailed sampling of trenches dug across mineralization exposed
on the surface. Two structural corridors were defined, hosting silver-lead- (zinc) mineralization over a total strike length
of 2.5 kilometers and ranging from 100 meters to at least 425 meters wide. These corridors averaged about 3 ounces
per tonne silver, 1.5% lead, and, locally, up to several percent zinc.
Over 2,000 meters of trenching were completed and

exciting results prompted Bear Creek to design a drill
program to target both silver and gold zones. A discussion
of trenching can be found in the October, 2005 NI 43-101
Technical Report (www.sedar.com). Since that time, 3
additional trenches, of which one is outside the resource
areas, were completed with similar results as previously
reported.
By the end of April 2006, Bear Creek had completed 170

diamond drill holes – amounting to 26,000 meters of drill
core.

The mineralization was determined to extend to depths of at least 200 meters and it remains open for expansion along
long strike, laterally, and at depth. A total of 38 of these holes were collared in the gold target zone where the weighted
average grade calculated from 33 drill holes is 2.0 g/t gold and 40.4 g/t silver over an average true width of 22.3 meters.
SRK Consulting completed the first resource estimate for the Corani project using the data from 83 drill holes (14,689
meters of core) and 24 surface trenches totaling 2,594 meters. The resource estimate outlined 250 million ounces of
silver, with 205.5 million ounces categorized in the inferred category and 44.5 million ounces in the measured and
indicated category.
Corani Resources - Monday March 13th, 2006
20g/t cutoff Million g/t % Pb % Zn Million Million Million

Tonnes Oz Ag Lbs Pb Lbs Zn
Corani Este Inferred 42.22 88.2 1.00 0.73 119.7 930 676
Minas Corani Inferred 36.87 64.3 1.19 0.46 76.3 969 370
Main Corani Inferred 8.54 34.5 0.51 0.37 9.5 95 70
Total Inferred 87.64 72.9 1.03 0.58 205.5 1,994 1,116
Main Corani Measured & Indicated 27.88 49.6 0.79 0.23 44.5 486 139
80 g/t cutoff
Corani Este Inferred 22.37 118.4 1.19 0.97 85.2 587 478
Minas Corani Inferred 6.9 123.3 1.77 0.74 27.4 269 113
Total 29.3 119.5 1.33 0.92 112.6 856 591
Drilling is ongoing and continues to return encouraging results.
Bear Creek has initiated a program of preliminary metallurgical testing for the silver-lead-zinc mineralization. Dawson
Metallurgical Laboratories is currently conducting grinding and flotation tests to produce a silver-lead concentrate and
a zinc concentrate from sulfide mineralization for the purposes of a scoping study. These tests are being performed on
material from two 120 m deep dedicated metallurgical holes which were drilled in the Corani Este and Minas Corani
deposits. The results of testing in progress will guide future metallurgical testing. Further drilling for the purpose of
collecting additional metallurgical samples may be indicated.
Planned Exploration
Four drills are operating on the project with three dedicated to expanding mineralization at Corani Este, Minas Corani
and Corani Main; the fourth rig continues to test the gold
zone and its extensions. In-fill drilling is geared towards
expanding and raising the confidence level of the
mineralization at the Corani Este and Minas Corani deposits
to the Measured and Indicated category. The resource
estimate will be updated periodically as drill results are
compiled.
New targets will be tested this year by Bear Creek such as

the 1-km-long geophysical (IP) anomaly that was
discovered south of the trenches at "La Curva" where
Trenches 24 and 29 identified 12 meters averaging 72 g/t
Ag and 26 meters averaging 56 g/t Ag, respectively, at the
surface.

Property Summaries
Target Areas
CORANI ESTE – Corani Este contains the greatest proportion of ounces of silver (120M oz Ag) at the highest grade (88.2
g/t Ag) of the three silver target areas tested to date. Mineralization remains open to the north where step out drill
fences continue at 50-100 meter intervals. Importantly, access has now been completed to the east where
mineralization remains open laterally, allowing for drilling to extend the mineralization under post-mineral cover. The
first drill hole to the east has confirmed the extensions of mineralization with an intercept of 30 meters averaging
157g/t Ag.
MINAS CORANI – Minas Corani holds the second largest resource (76M oz Ag) and has excellent potential for expansion.
Mineralization has been confirmed to extend north under the post-mineral tuffs, and exploration drilling will continue
to test this target. Trenching beneath the post-mineral volcanic within a 500 meter-wide area has revealed several
structures, stockwork veining and barite-bearing breccias. Bear Creek believes that this area to the north and west
covered by thin post-mineral volcanic are very favorable for extending mineralization and adding new discoveries.
Importantly, a source for the silver mineralization in this district has yet to be found and may be hidden beneath these
covered areas. Higher grades would be expected near the sources.
CORANI MAIN – This was the original “discovery outcrop” for the district and received the most intense drilling. As the
program matured, exploration drilling shifted to Corani Este and Minas Corani where higher grades are being defined.
Drilling will continue to test the limits of mineralization once exploration and in-fill drilling is completed in the higher-
grade, northern part of the district.
GOLD ZONE – Drilling will continue on 100 meter fences in order to test the 1-km-long geochemical anomaly.
Additional potential is also being explored in the hanging wall tuffs of the main structure where several samples
collected by Rio Tinto from outcrops ranged from 1 to 3 g/t gold. To date, 33 of the 38 drill holes are located within the
mineralized zone and contain an average intercept of 17.4 meters @ 2.0 g/t gold and 40.4 g/t silver.
Scoping Study
Preliminary engineering, permitting, water requirements, power, social and environmental issues and access studies
have begun with the objective of producing a scoping study and economic assessment of the project in the 3rd quarter
’06. The studies will incorporate a new resource estimation as well as metallurgical test results.

SANTA ANA PROPERTY
Project Summary
The Santa Ana project represents a near-surface, bulk-tonnage, volcanic

hosted silver-lead-zinc target in an epithermal setting. The property is
located 120 kilometers, or approximately 3 hours driving time, south of the
city of Puno. Access is excellent via paved highway and a short distance on
improved dirt road.
Santa Ana has never been drilled. Mine workings exist throughout the
property where work from the colonial era concentrated on following high-
grade silver mineralization. Bulk tonnage silver deposits are uncommon; as
a result, there are very few geologic models to aid in exploration. However,
Bear Creek's Corani deposits are hosted in the same geological
environment as Corani, and this fact alone adds to the potential for the discovery of an economic bulk tonnage silver
deposit at Santa Ana.
Bear Creek sampled outcrops and shallow historic workings and defined a geochemical anomaly that measured 2.8 km
long by 600 meters wide. All 446 rock samples collected to date from Santa Ana average 82.8 g/t silver, 0.37% lead and
0.32% zinc. This strongly suggests that there may be a bulk tonnage target that outcrops at or near the surface. This
silver anomaly remains open for expansion to the south, west and east.
Silver mineralization correlates with strongly anomalous lead, zinc and barium. Quartz feldspar, dacite intrusive rocks
are exposed at lower elevations and hydrothermal breccias were found at mine dumps in the southern part of the
anomaly. This suggests that the mineralization may extend to depth. Dacite domes are recognized as important ore
controls and sources of mineralization in ore deposits such
as the San Cristobal silver deposit located in a similar
geologic setting in Bolivia.
An additional 2,400 hectares of mineral rights were applied

for in 2005 in order to cover open extensions of the
anomalous mineralization, bringing the total area under
application to 6,300 hectares.The applications are currently
being processed by the Ministry of Energy and Mines and
Bear Creek has further plans to make an application for a
decree allowing foreign company ownership within the 50
kilometer Peruvian border zone. It is the opinion of
management and company's counsel that the decree will
be approved based upon precedents in similar situations.
Work Performed
A geophysical survey consisting of ground magnetics, induced polarization, and resistivity was completed in 2005 and
defines an area of sulfide mineralization underlying the geochemical anomaly. The IP response suggests that vertical
continuity is good and that the mineralization is open to the south where strongly anomalous silver was found in
outcrops at the limits of the sampling grid. Drilling originally scheduled for 2005 was postponed to allow the
completion of the claim titling process by the Ministry of Energy and Mines.

Property Summaries
Planned Exploration
Pending completion of the appropriate permitting, an initial program of 20 diamond drill holes (3,000 meters) is
planned for the second quarter of 2006. As results are received, an additional drill rig will be considered.
CONDOR PROPERTY
Project Summary
The Condor gold project is located in the Nazca area of southern Peru and
is an epithermal gold system hosted in Yura-group quartzites (Cretaceous)
cut by stockwork quartz veins. Some mineralization extends into overlying,
younger Tertiary volcanics.
The principal target identified to date measures 1200m long x 60-150m

wide and is open both along and perpendicular to the general NW strike.
Sampling to date includes a total of 469 rock chip and channel samples
taken from six trenches that average 700ppb gold. Of the total samples
collected to date 52 assay greater than 1.0g/t, 22 assay greater than 2.0g/t
and the ten highest values range from 4.5 to 81.0g/t gold.
Bear Creek can earn a 100% interest in a 2400-hectare contiguous block by making payments totaling $1.76M over 3
years. The owners retain a 2% NSR, which the Company can purchase out at any time for $3.5M.
Bear Creek has staked an additional 200 hectares contiguous to the Condor property.
Planned Exploration
An initial program consisting of 500m of core drilling will begin in early May and results will be reported as they are
received.
LA YEGUA PROPERTY
Project Summary
Bear Creek has a 100% interest in the 3,600 hectare La Yegua project located
100 kilometers southwest of the city of Cusco. The property can be reached
in approximately 5 hours of driving time from Cusco and is accessible by a
dirt road that traverses the eastern edge of the claim block.
The project lies on the northwestern margin of the porphyry copper and
skarn mineral belt containing the Tintaya and Las Bambas deposits and only
20 kilometers northeast of Southern Peru Copper’s Los Chancas deposit
which currently contains 200 million tonnes of resource grading 0.9%
copper, 0.08% molybdenum, and 0.12 g/t gold. SPCC is completing a
feasibility study for a production decision anticipated in 2007.
Based on sampling results (66 surface samples from outcrop plus 15 stream sediment samples), Bear Creek believes La
Yegua has the potential to host both bulk-tonnage, disseminated copper- molybdenum (+gold) mineralization as well
as higher-grade copper-gold deposited within structural zones.

Work Performed
Detailed geological mapping was completed in 2005 to define drill targets for later work.
Earlier outcrop and stream sediment sampling indicated that anomalous copper and molybdenum occurs in a zone
measuring approximately 2 kilometers long and open to the south and east. Gold mineralization is weakly anomalous
in the central claim area, zoning laterally outward from the porphyry style mineralization until reaching strongly
anomalous levels in several claims located at the periphery. The peripheral gold mineralization is accompanied by
anomalous copper up to 5.4% .
Planned Exploration
The first drill program for the La Yegua property is planned for the third quarter of 2006 and will consist of 5 to 10 drill
holes to test for mineralization under the extensive shallow cover. A portable drill rig will be used to drill through the
overburden. The program will expand pending these initial results.
PICHACANI NORTE PROPERTY
Project Summary
Pichacani Norte is easily accessible by paved highway and dirt roads, 50

kilometers southeast of the city of Puno. The project is situated within an
actively explored volcanic belt that extends from Ayacucho southeast to
the Bolivia border. This belt hosts several properties that are currently being
actively explored and/or mined for gold and silver.
Pichacani Norte was originally identified by AngloGold Ashanti and an

agreement was completed in March 2005 which allows Bear Creek to
advance exploration on the 4,400 hectare-property.
Bear Creek has an option to initially acquire a 60% interest in the project through investments totaling $2.5 million over
a three year period. Once these conditions are met Bear Creek can acquire the remaining 40% interest, subject to
standard dilution clauses. AngloGold has a one-time back in right to acquire a 70% interest in the project by fully
funding a feasibility study, in the event that a measured and indicated resource exceeds 2.5 million ounces gold
equivalent.
The target is an epithermal gold and silver system hosted within upper Tertiary-aged volcanics. Outcrop sampling
carried out by AngloGold defined a 400-by-1,000 meter gold anomaly that exceeds 0.1 g/t gold and 10 g/t silver, with
samples reaching as high as 4.7 g/t gold and 90 g/t silver.
Work Performed
Geophysical work in 2005 included IP and resistivity surveys, the results of which identified several targets coincident
with the gold and silver geochemical anomaly previously completed by AngloGold Ashanti.
The first phase of drilling at Pichacani Norte commenced in August 2005 and consisted of 771 meters of core drilling in
4 holes. Results include strongly anomalous lead, zinc, silver mineralization (up to 1 opt silver), and gold (up to 0.5 g/t
gold) over a broad area.

Property Summaries
Planned Exploration
The results of the initial drill program have been reviewed in the context of the large target area being explored and
additional drilling will be scheduled as warranted.
ATASPACA PROPERTY
Project Summary
The Ataspaca project is located in the department of Tacna near the Peru-
Chile border, approximately 75 kilometers northeast of the city of Tacna
and within the 50 km border zone.
The Ataspaca project is a 50-50 joint venture with Southwestern Resources

Corporation. Ataspaca is located within the porphyry copper belt 100 km
southeast of Southern Peru Copper Corporation's Toquepala/Cuajone
deposits. The Ataspaca target is defined by a 1 1/2 square km copper-
molybdenum-gold anomaly coincident with hydrothermal alteration
which is characteristic of a high-level porphyry copper deposit.
Work Performed
In 2004, Bear Creek earned a 50% interest in the project by completing four diamond drill holes yielding 600 meters of
core. Drilling intersected favorable anomalous copper, gold, and molybdenum mineralization including 15 meters of
0.6% copper and 100 to 300 ppb gold. The results indicated that the depth to a potential economic porphyry copper
system was in excess of 500 meters and therefore does not meet the company’s objectives.
Therefore, in 2005 Bear Creek and Southwestern Resources entered into a letter of understanding that allows Anglo
American Peru to earn a 60% interest in the project through the drilling of deeper holes. Bear Creek and Southwestern
will each retain a 20% participating interest.The agreement is contingent upon Anglo American Peru's ability to acquire
a supreme decree allowing the titles to be transferred to a foreign corporation, as the property is located within the 50
km border zone. The decree is expected in 2006.
Planned Exploration
Further exploration work on the property will not proceed until the receipt of the supreme decree for the transfer of
land titles, at which time Anglo American Peru is expected to commence deep drilling.

Management Discussion and Analysis
Introduction
Prepared as at 17 March 2006 for the year ended 31 December 2005.
Bear Creek Mining Corporation’s (“Bear Creek” or the “Company”) main business is acquiring and exploring mineral
properties, principally located in Peru, with the objective of identifying mineralized deposits economically worthy of
sale for the creation of value for shareholders. We are a publicly traded Canadian exploration company without any
mineral producing properties, and thus, have no revenues from any mineral properties.
Bear Creek’s accompanying financial statements have been prepared using Canadian generally accepted accounting
principles (“GAAP”). The Company’s fiscal year end is 31 December. References to a fiscal year refer to the calendar year
in which such fiscal year ends. All reported amounts are in US dollars, unless otherwise stated.
Forward-Looking Information
This management discussion and analysis (“MD&A”) contains certain forward-looking statements and information
relating to Bear Creek that are based on the beliefs of its management as well as assumptions made by and information
currently available to Bear Creek. When used in this document, the words “anticipate”, “believe”,“estimate”, “expect” and
similar expressions, as they relate to Bear Creek or its management, are intended to identify forward-looking
statements. This MD&A contains forward-looking statements relating to, among other things, regulatory compliance,
the sufficiency of current working capital, the estimated cost and availability of funding for the continued exploration
and development of the Company’s exploration properties. Such statements reflect the current views of Bear Creek
with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause
the actual results, performance or achievements of the Company to be materially different from any future results,
performance or achievements that may be expressed or implied by such forward-looking statements. Aside from
factors identified in the annual MD&A, additional important factors, if any, are identified here.
Activities on Mineral Projects
Current efforts are focused on gold and silver exploration in Peru, although opportunities in adjacent countries and
other precious or base metal commodities, which are compatible with management’s history and expertise, are also
considered. A large number of projects are under Bear Creek’s review at any given time; a few in active drill evaluation,
some being prepared for drilling, others in first pass mapping and sampling following staking or acquisition, and many
in preliminary evaluation to decide if property ownership is possible or desired. Due to the generative nature of Bear
Creek’s business, many of the expenditures consist of drilling and assay costs, salaries for professional personnel, land,
legal and property payments, and travel to/from and within properties. The following section details property specific
spending for the year ended December 2005 and relative to the same period in 2004.
Corani Project
By letter of understanding dated 19 January 2005, the Company entered into an agreement with Rio Tinto Mining and
Exploration Limited (“Rio Tinto”), whereby the Company has the right to earn a 70% interest in the Corani property
located in southeastern Peru, subject to Rio Tinto’s claw-back right. In order to earn its 70% interest, the Company, at its
option, must make payments of $5,400,000 over three years. Bear Creek has made total payments of $100,000 in the
2005 fiscal period to maintain the agreement in good standing as well as made an additional payment of $300,000 on
13 January 2006.
Once the 70% interest is earned, Rio Tinto shall have 90 days from the date of receipt to elect, at its sole discretion, either
to offer its remaining 30% interest in the Property to Bear Creek for $5,000,000 and additional “Success Payments” as
described below or enter into a joint venture agreement with Bear Creek. The joint venture agreement would have
standard dilution clauses.

In addition to the payments listed above, the Company will also pay pro rata Success Payments of $1.10 per ounce of
gold, $0.015 per ounce of silver, and $0.005 per pound of copper, based upon recoverable metal as defined in a
feasibility study. The Company will pay additional cash Success Payments of $5,000,000 for each event that the
recoverable reserves exceed 1 million ounces of gold or 100 million ounces of silver, subject to a maximum amount of
$10,000,000. To date the Company has not completed a bankable feasibility study to determine the recoverable
reserves. The Success Payments will be payable within thirty days following acceptance of the feasibility study by Rio
Tinto. Should the recoverable reserves, as defined at commencement of commercial production, be 20% or more than
the recoverable reserves defined by the Feasibility Study, the Company will then adjust the Success Payments and pay
Rio Tinto the balance.
Rio Tinto has the claw-back right to acquire a 60% interest in the project by reimbursing the Company three times its
pro-rated total direct exploration expenditures should the economic resources exceed 5.5 million tonnes of copper or
exceed 10 million ounces of gold-equivalent precious metal mineralization. In addition, if the claw-back right is
exercised, Rio Tinto will provide Bear Creek financing on its 40% interest, on a deferred carried basis, on which interest
shall accrue at an annual rate equal to the rate of LIBOR plus 4% per annum, to be repaid monthly after the
commencement of commercial production.
During the year, the Company incurred expenditures of $1,434,381. Included in this total are drilling of $644,795,
salaries of $207,220, supplies and general of $75,968, and assaying and sampling of $179,133. The Company has
commenced a drilling program, which was to initially include an estimated 3,000 meters in approximately 20 diamond
drill holes. Based upon the positive results from the initial drill holes, the Company has drilled 89 drill holes for a total
now exceeding 14,000 meters. The Company contracted SRK Consulting (“SRK”) of Tucson, Arizona in December 2005
to perform the project’s first independent 43-101 resource estimation. The effective date of this resource estimate is 13
March 2006. This resource estimate is based upon 83 diamond drill holes totaling 14,689 meters drilled and 24 surface
trenches totaling 2,594 meters (completed through 22 February 2006), is reported as follows:
Corani Resources – 13 March 2006
MILLION EQUIV. MILLION MILLION MILLION

0.64 OUNCE /TONNE CUTOFF TONNES OPT Ag % Pb % Zn OPT Ag* Oz Ag Lbs Pb Lbs Zn
Corani Este - Inferred 42.22 2.84 1 0.73 5.37 119.7 930 676
Minas Corani - Inferred 36.87 2.07 1.19 0.46 4.35 76.3 969 370
Main Corani - Inferred 8.54 1.11 0.51 0.37 2.4 9.5 95 70
TOTAL INFERRED 87.64 2.34 1.03 0.58 4.64 205.5 1,994 1,116
MAIN CORANI –
MEASURED & INDICATED 27.88 1.59 0.79 0.23 2.97 44.5 486 139
2.57 OUNCE/TONNE CUTOFF

Corani Este - Inferred 22.37 3.81 1.19 0.97 7 85.2 587 478
Minas Corani - Inferred 6.9 3.96 1.77 0.74 7.45 27.4 269 113
TOTAL 29.3 3.85 1.33 0.92 7.12 112.6 856 591
* Note: Silver equivalent is calculated using metals prices of (Pb = $0.39/pound, Zn = $0.56/pound and Ag = $7/ounce); 1%Pb = 1.23 opt Ag equivalent; 1%Zn =
1.78 opt Ag equivalent.
The original drilling at Main Corani was relatively closely spaced, resulting in a portion of the deposit being classified by
SRK as Measured and Indicated resources with the balance as Inferred resources. Subsequent drilling at Minas Corani
and Corani Este was wider spaced and has been classified as Inferred resources by SRK. Current and future in-fill drilling
is expected to raise the classifications of the mineralization to Indicated and Measured resources at Corani Este and
Minas Corani, which is substantially higher grade than the original Main Corani, as well as to increase the tonnage of
these resources. Step-out drilling is in progress to extend the mineralization and the resource estimate will be updated
periodically as drill results are received.

The Company also began exploration in the gold target zone located 1.5 kilometers to the south of the silver-rich target
for which the SRK resource estimation was done. Eight diamond drill holes tested extensions along 400 meters of strike
length, which resulted in drill intersections of 20 to 34 meters averaging 1.5 g/t to 3.0 g/t gold and up to 2.8 opt silver.
Drilling continues on approximately 100 meter fences to test the 1 km long anomaly. Several historic mine workings
located 500 meters south along strike are currently being sampled and indicate potential to further extend the gold
(+silver) target zone.
Four drills continue to explore the Corani district with three of the drills focusing on the silver-rich target area
performing in-fill drilling and exploration. The fourth drill is exploring the gold-silver target area. An additional 20,000
meters is planned for the remainder of 2006. Drilling will continue on a fast-track basis with the resource estimation to
be updated periodically. Mapping and sampling of additional target areas, such as La Curva, are in progress and will be
followed by drill testing.
Preliminary metallurgical tests for the recovery of silver from the Main Corani mineralization have been completed.
Cyanide bottle roll leach tests were carried out at Plenge Laboratories in Lima in October 2005 on samples of oxide,
mixed oxide-sulphide and sulphide drill core samples and yielded silver recovery values initially in the 75% to 90%
range. Subsequent bottle roll cyanide extraction tests performed by Dawson Metallurgical Laboratories in Salt Lake
City, Utah yielded recoveries on similar material and averaged approximately 70% silver. The Dawson results are
considered more typical for cyanide recoveries in an epithermal silver deposit. Two metallurgical test holes were
completed in February 2006 and have been received by Dawson for further testing. The additional testing will include
leaching, flotation, selective flotation, and flotation/leach combinations. This preliminary testing is designed to begin
identifying process alternatives for a scoping study. The project will likely require additional metallurgical test work for
the preparation of a scoping-level study, possibly involving the drilling of additional drill holes for obtaining
appropriate samples for further tests. Metallurgical analysis and testing are ongoing and evolving processes from
scoping-level through pre-feasibility studies. Future testing will be designed based upon the results of the current
Dawson test results.
An initial scoping study, which considers the resource, ore processing and treatment, scale of production, and basic
engineering, is expected in the third quarter of 2006. The Company anticipates spending approximately $3 million in
the next six months on the Corani Project in order to continue drilling, perform extensive metallurgical testing,
assemble a scoping study, and secure surface rights and other exploration expenses to continue the project.
Santa Ana Project
Bear Creek agreed to acquire a 100% interest in the Santa Ana silver project located in the Department of Puno, within
50 kilometers of the Peruvian border, of southern Peru. The acquisition will be covered by concessions over 3,600
hectares, the titles of which are currently being processed by the Ministry of Energy and Mines. The claims are subject
to payments to a Peruvian individual; totaling $15,000 upon receipt of title, $15,000 upon initiation of drilling, and 3%
of direct exploration expenditure to a maximum lifetime payment of $280,000. By a Supreme Decree issued by the
Ministry of Agriculture in January 2006, based on INRENA’s (Peruvian Department of Natural Resources) official report,
the last step prior to the issuance of title by the Ministry of Energy and Mines has been completed. The process is
anticipated to be finalized during the next quarter. Once this process has been finalized and Bear Creek has obtained
government approval to possess title to this property, the transfer of title will be completed upon an additional
payment of $7,000 to a Peruvian individual. In 2005, the Company incurred expenditures of $104,337. Included in this
total are salaries of $51,379, geophysics of $19,298, supplies and general of $2,335, and travel of $11,120. Additional
rock chip sampling and geophysical survey (IP/magnetics) were completed over the southern anomaly, which have
aided in selecting several high quality drill targets for testing. The average for all 446 rock chip samples collected from
the project is 82.8 g/t silver, 0.37% lead, and 0.32% zinc over an area measuring 2.8 kilometers by 600 meters wide.

Pichicani Norte Project
On 26 October 2004, Bear Creek entered into a letter agreement with AngloGold Ashanti (“AGA”) to acquire a 60%
interest in its Pichacani Norte Project with exploration expenditures totaling $2.5 million over a three-year period. The
original commitment included current year expenditures in fieldwork and drilling totaling $100,000, which has been
met. Upon completion of the $2.5 million expenditure, Bear Creek and AGA will enter into a joint venture agreement
with standard dilution clauses. If either party’s interest falls below 10%, then their participating interest will convert to
a 2% Net Smelter Return (“NSR”) Royalty for silver, and a 4% NSR Royalty for gold. If at anytime a feasibility or
prefeasibility study indicates that greater than 50% of the project’s cash flow will be derived from gold production and
the measured, indicated and inferred resource exceeds 2.5 million ounces of gold equivalent ounces, AGA has a back-
in right to acquire a 70% interest by funding a feasibility study. . The property has potential for near-surface gold and
silver mineralization, and Bear Creek has completed fieldwork, including an IP and resistivity geophysical survey to
define drill targets. During the fourth quarter of 2005, the Company completed 771 meters of core drilling in four drill
holes. The results included strongly anomalous lead, zinc, silver mineralization (up to 1 opt AG) and Gold (up to 0.5 g/t
Au) over a broad area. The results are being reviewed, in the context of the large area explored, and a decision on
whether to proceed under the agreement is anticipated by mid-year 2006. In 2005, the Company incurred expenditures
of $197,085. Included in this total are drilling of $48,874, salaries of $38,052, geophysics of $36,176, acquisition costs of
$13,205, and supplies and general of $19,007.
AngloGold Ashanti Exploration Alliance
In January 2005, Bear Creek and AGA entered into a letter agreement allowing Bear Creek to acquire an extensive
exploration database covering 180,000 square kilometers in southern Peru, for Bear Creek’s exploration purposes. This
data package will provide the Company with crucial information to aggressively generate additional targets in this new
precious metals belt. During the first quarter of 2005, Bear Creek accepted delivery of the data package and issued
200,000 shares of its common stock to AGA plus one million warrants priced at CDN $1.50 to expire on 12 January 2006
(exercised by AGA in August 2005) and an additional one million warrants priced at CDN $ 2.20 to expire on 12 January
2007 (exercised by AGA on 8 March, 2006). Under the terms of the original agreement, Bear Creek must spend a
minimum of $250,000 on direct exploration during the first year; however, the agreement was amended on March 23,
2006 for the minimum expenditure period to be extended for one additional year with all other terms remaining
unchanged. Bear Creek will have a 100% interest in any project acquired in the defined area. Any properties acquired
will be subject to certain back-in rights in favor of AGA; namely, AGA has a “back-in” right to acquire a 65% interest in
any prospect, acquired through the use of this data package, by funding a feasibility study and providing Bear Creek a
full carried interest to production. The majority of the Company’s Generative Costs were incurred in this category in
2005. Acquisition and exploration expenditures during the year totaled $666,376. Included in the total are acquisition
costs of $548,625, salaries of $64,274, geophysics of $37,717, and supplies and general of $4,651.
Generative Exploration
Generative exploration is a crucial part of the business in identifying and acquiring new opportunities. Generative
exploration are those costs not attributable to a specific Bear Creek project. Bear Creek maintains at least two field
teams and a system of field prospectors who focus on generating new exploration targets with the emphasis on gold
and silver. Typically, dozens of prospects are submitted to or are generated by Bear Creek during any given quarter. At
any given time, several targets may be under consideration for possible acquisition through staking or entering into
third party option to purchase agreements. When Bear Creek defines a project as a distinct exploration target, it is then
accounted for as a separate project. Generative exploration costs totalled $886,191 for 2005, down from $866,453 in
2004. Expenses in 2005 consisted of $319,882 in salaries, $73,586 in travel, $418,222 in supplies and general expenses,
$28,471 in mineral rights acquisition costs, and $46,030 in Geological.

Other Properties
Other properties are exploration properties which management has decided are not a priority or which management
has chosen not to pursue and, therefore, has terminated option agreements.
Bear Creek’s Results of Operations
Bear Creek is a publicly traded Canadian exploration company without any mineral producing properties, and thus,
does not have revenues from any mineral properties.
Summary of Quarterly Results
The following table sets out selected unaudited quarterly financial information of Bear Creek and is derived from
unaudited quarterly consolidated financial statements prepared by management. Bear Creek’s interim consolidated
financial statements are prepared in accordance with Canadian GAAP and expressed in US dollars.
Period Revenues Loss from Basic and Fully

Continued Diluted Loss per
Operations Share from
Continued
Operations
4th Quarter 2005 Nil (1,760,877) (0.05)
3rd Quarter 2005 Nil (1,165,163) (0.03)
2nd Quarter 2005 Nil (775,092) (0.02)
1st Quarter 2005 Nil (1,055,110) (0.04)
4th Quarter 2004 Nil (443,829) (0.02)
3rd Quarter 2004 Nil (455,088) (0.02)
2nd Quarter 2004 Nil (559,297) (0.02)
1st Quarter 2004 Nil (634,330) (0.02)
The increase in the loss for the fourth quarter of 2005 resulted primarily from additional stock compensation expenses as a result of the vesting of stock options
granted in the second half of 2005 and increased drilling expenses on Corani.
Year Ended 31 December 2005 as compared to the Year Ended 31 December 2004
Net Loss and Operating Expenses
In 2005, the Company experienced a net loss of $4,756,242 compared to a net loss of $2,092,544 for the same period in
2004, an increase of $2,663,698. The increase is primarily due to drilling and exploration costs incurred on the Corani
property, stock compensation increased to $1,143,840 in 2005, up from $426,855 in 2004, due to an increase of options
that are vesting in 2005 and the higher fair value of these options, and the costs associated with the acquisition of the
AGA exploration database. The Company had a loss per share of $0.15 compared to $0.08 for the same period in 2004.
Total operating expenses for 2005 were $5,119,777 compared to operating expenses of $2,105,971 for the same period
in 2004. Wages and management salary costs increased in 2005 to $243,296 compared to $167,715 for the same period
last year, due to costs associated with increased investor relation activities and additional staffing in the Company’s
Vancouver office. Exploration costs were $3,396,930 in 2005, up from $1,326,759 in the prior year, largely due to the
increased drilling and exploration on the Corani project.

Bear Creek’s net interest income for the period ended 31 December 2005 was $87,209, an increase of $78,805 from
2004. The increase in interest income was attributable to a higher cash balance for the year due to the issuance of
common shares in 2005, as compared to the same period last year as well as the Company earning a higher yield on its
short term deposits. The Company maintains its cash and short-term low risk investments in institutions with high
credit worthiness.
For the Three Months Ended 31 December 2005 and 2004
For the three months ended 31 December 2005, the total operating expenses for the period were $2,056,400 compared
to $478,393 for the same period in 2004. Wages and management salary costs increased in the current period to
$72,794 compared to $31,394 for the same period in 2004. Professional fees increased in the period ended 31
December 2005 to $51,171, up from $19,562 in 2004. Stock compensation expense for the three months ended 31
December was $757,795 compared to $195,105 for the same period last year. Shareholder information decreased to
$2,022 for the three-month period, down from $9,960 in 2004. Exploration costs for the three months ended were
$1,126,454 compared to $208,429 for the same period in 2004, largely due to the increased activity on the Corani
project.
Selected Annual Information
The following table sets out selected annual financial information of the Company and is derived from the Company’s
audited consolidated financial statements for the periods ended 31 December 2005, 2004 and 2003.
2005 2004 2003

Sales $ - $ - $ -
Loss for the Period $ (4,756,242) $ (2,092,544) $ (3,382,171)
Loss per Share - Basic and Diluted $ (0.15) $ (0.08) $ (0.20)
Total Assets $ 12,324,006 $ 1,354,050 $ 2,963,176
Total Long-term Liabilities $ - $ - $ -
Dividends Declared $ Nil $ Nil $ Nil
Liquidity and Capital Resources
On 31 December 2005, the Company had 37,618,609 issued shares. The Company’s net working capital as at 31
December 2005 was $12,115,988 compared to a net working capital of $1,282,544 as at 31 December 2004. The cash
balance at 31 December 2005 was $12,122,688 compared to $1,265,552 as at 31 December 2004. As at 31 December
2005 current liabilities were $99,333 compared to $21,668 as at 31 December 2004.
As at 17 March 2006, the Company had 38,811,752 issued shares. The Company has 5,126,600 options which have been
granted to directors, officers, employees and consultants to purchase an aggregate of 5,126,600 shares at prices ranging
from US$0.50 to Cdn$4.75, expiring at varying dates between 22 April 2008 and 6 December 2010. Of these options
outstanding, 935,000 options are subject to shareholder and Toronto Stock Exchange approval.
On 17 March 2006, the Company had 2,866,894 warrants outstanding at prices ranging from Cdn$1.25 to Cdn$4.25,
expiring at varying dates between 7 April 2007 and 30 August 2007.
Management’s opinion regarding liquidity and the ability to be a going concern is based on currently available
information. To the extent that this information changes, future availability of financing may be adversely affected.
Factors that could affect the availability of financing include the performance by various factors, including the progress

and results of exploration work, the state of equity markets, investor perceptions, and expectations of past and future
performance. Cash on hand and additional financing is sufficient to fund the Company's overhead costs and
exploration objectives for the immediate future.
Financing Activity
During the year, the Company amended the terms of the Series B and C warrants. The warrant holder could elect to
exercise such amended Series B and C warrants and receive a Unit for $0.75 each. Each Unit consisted of one common
share and one-half of one Series D warrant. Each whole Series D warrant allowed the holder to acquire one common
share at Cdn$1.25 for two years following the date of issue. If the Series B and C warrant holder does not exercise within
10 days of the approval, the warrants continued to be exercisable on the same terms that previously existed. During
the second quarter of 2005, 3,122,285 Series B and C warrants were exercised under the amendment, which resulted in
3,122,285 common shares of the Company being issued for cash of $2,341,714 and a total of 1,561,141 Series D
warrants were issued.
During the year, the Company received cash proceeds of $4,709,951 from the exercise of 5,803,952 Series A, B, C and D
Warrants and the exercise of 1,000,000 AGA Cdn$1.50 warrants. In addition, a total of $300,940 was received during the
year for the exercise of 735,000 share purchase options.
On 30 August 2005, the Company issued a total of 3,600,000 Units at Cdn$3.25 per Unit for gross proceeds of Cdn$11.7
million. Each unit consisted of one common share and one-half of one common share purchase warrant. Each whole
share purchase warrant entitles the holder to acquire one common share at Cdn$4.25 over a two-year period expiring
on 30 August 2007. The underwriting fees associated with this issuance are 6% for a total of Cdn$702,000 and 180,000
Broker warrants at Cdn$3.25 which entitles the broker to acquire one common share and one-half of a Broker Option
Warrant, expiring on 30 August 2007. Each whole Broker Option Warrant entitles the broker to acquire one common
share of the Company at Cdn$4.25.
From 1 January 2006 to 17 March 2006, a total of 1,193,143 share purchase warrants and options were exercised for cash
of Cdn $2,798,795. Included in this total is the exercise of 1 million AngloGold warrants for proceeds of Cdn$2.2 million.
Transactions with Related Parties
In connection with the approval of related party transactions, the Company has a policy that requires that the terms of
all such transactions must be comparable to terms available in arms-length transactions. Each of the transactions
described below meet those requirements.
The Company accrued legal services, totaling $53,333, from a law firm in which Miguel Grau, a Director of Bear Creek, is
a partner. Legal services were rendered in association with the Company’s subsidiary in Peru and its interest in various
mineral projects.
The Company received legal services, totaling $117,446, during the period from a law firm in which Corey Dean, an
Officer of Bear Creek, is a partner. Legal fees related primarily to the amendment of the Company warrants and ongoing
other administrative items and costs related to the private placement.
The Company received accounting services from an accounting firm in which Steven Krause, an Officer of the Company,
is a partner. The total accounting fees paid were $18,595.
The Company received consulting services from a Director of the Company, Catherine McLeod-Seltzer, during the
period. The fees were incurred in relation to management consulting services. Total fees paid during 2005 were
$68,500.

Pursuant to an Agreement, the Company is provided with office space from Pacific Rim Mining Corporation (“Pacific
Rim”), a company with directors in common, in consideration of a fee, fixed annually and paid monthly. Pacific Rim
recovers miscellaneous charges, such as postage, based upon Bear Creek’s actual usage. Rent and miscellaneous
charges paid to Pacific Rim for the period ended 31 December 2005 was $15,125.
Critical Accounting Policies and Estimates
The details of Bear Creek’s accounting policies are presented in note 2 of the annual consolidated financial statements.
The following policies are considered by management to be essential to understanding the processes and reasoning
that go into the preparation of the Company’s financial statements and the uncertainties that could have a bearing on
its financial results.
a) Resource Properties
Resource properties are stated at estimated fair value as at the date of acquisition, less accumulated write-downs.
Reviews are undertaken annually to evaluate the carrying values of exploration and development properties. Bear
Creek capitalizes costs incurred on mineral properties only after it has been established that the property contains
mineral reserves. Expenditures on exploration properties, including those with mineral resources, are expensed as
incurred.
b) Stock-based Compensation
In the year ended December 2003, the Company adopted CICA standard 3870 “Stock-based Compensation and Other
Stock-based Payments”, which requires fair value accounting for all stock options issued during the year.
c) Estimates
Financial statements in conformity with Canadian GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Approval
The Audit Committee of Bear Creek has approved the disclosure contained in this MD&A.
Additional Information
Additional information relating to Bear Creek is on SEDAR at www.sedar.com

Auditors’ Report
To the Shareholders of Bear Creek Mining Corporation:
We have audited the consolidated balance sheets of Bear Creek Mining Corporation (the “Company”) as at 31 December
2005 and 2004 and the consolidated statements of loss and deficit and cash flow for the years then ended. These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion
on these financial statements based on our audits.
We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require
that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presentation.
In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of
the Company as at 31 December 2005 and 2004 and the results of its operations and its cash flows for the years then
ended in accordance with Canadian generally accepted accounting principles.
“Staley, Okada & Partners”
Vancouver, B.C. STALEY, OKADA & PARTNERS

17 March 2006 CHARTERED ACCOUNTANTS

Consolidated Balance Sheets
As at 31 December
US FUNDS
ASSETS 2005 2004

Current
Cash and cash equivalents $ 12,122,688 $ 1,265,552
Prepaid expenses and advances 92,643 38,660
12,215,331 1,304,212
Equipment (Note 4) 108,675 49,838
$ 12,324,006 $ 1,354,050
LIABILITIES
Current
Accounts payable and accrued liabilities $ 99,333 $ 21,668
SHAREHOLDERS’ EQUITY
Share Capital (Note 6)
Authorized:
Unlimited common shares without par value
Issued and fully paid:
37,618,609 (2004 – 27,279,657 common shares) 22,448,748 8,328,397
Contributed surplus 2,698,537 1,170,355
25,147,285 9,498,752
Deficit - Statement 2 (12,922,612) (8,166,370)
12,224,673 1,332,382
$ 12,324,006 $ 1,354,050
ON BEHALF OF THE BOARD:
Catherine McLeod-Seltzer Andrew Swarthout

Director Director
See Accompanying Notes

Consolidated Statements of Loss and Deficit
For the Years Ended 31 December
US FUNDS
2005 2004
Operating Expenses
Exploration costs – Exploration Costs Schedule $ 3,396,930 $ 1,326,759
Stock-based compensation – Note 6c 1,143,840 426,855
Wages and management salaries 243,296 167,715
Professional fees 139,799 83,846
Shareholder information 90,654 47,563
Office, secretarial and bookkeeping 49,026 29,827
Travel 54,542 21,504
Amortization 1,690 1,902
5,119,777 2,105,971
Other Income
Foreign exchange gain (276,326) (5,023)
Interest income, net (87,209) (8,404)
(363,535) (13,427)
Loss for the Year (4,756,242) (2,092,544)

Deficit - Beginning of year (8,166,370) (6,073,826)
Deficit - End of Year $ (12,922,612) $ (8,166,370)
Loss per Share – Basic and Diluted $ (0.15) $ (0.08)
Weighted Average Number of Shares Outstanding 31,416,349 27,141,095

Consolidated Statements of Cash Flow
US FUNDS
Cash Resources Provided By (Used In) 2005 2004

Operating Activities
Loss for the year $ (4,756,242) $ (2,092,544)
Items not affecting cash
Stock-based compensation – Note 6c 1,143,840 426,855
Shares issued in exploration costs 548,625 -
Amortization included in exploration costs 26,443 17,630
Amortization 1,690 1,902
(3,035,644) (1,646,157)
Changes in current assets and liabilities
Prepaid expenses and advances (53,983) (9,461)
Accounts payable and accrued liabilities 77,665 (19,037)
Cash used in operating activities (3,011,962) (1,674,655)
Investing Activities
Purchase of equipment (86,970) (1,134)
Cash used in investing activities (86,970) (1,134)
Financing Activities
Share capital issued 13,956,068 75,600
Cash provided by financing activities 13,956,068 75,600
Net Increase (Decrease) in Cash and Cash Equivalents 10,857,136 (1,600,189)

Cash and cash equivalents - Beginning of year 1,265,552 2,865,741
Cash and Cash Equivalents - End of Year $ 12,122,688 $ 1,265,552
Supplemental Schedule of Non-Cash Financing Transactions:
Fair value of options exercised $ 155,250 $ -

Stock compensation included in share issuance costs $ 298,371 $ -
Fair value of warrants exercised $ 176,564 $ -
Shares issued for property acquisition costs $ 131,200 $ -
Warrants issued for property acquisition costs $ 417,425 $ -
Stock based compensation $ 1,143,840 $ -

Consolidated Schedules of Exploration Costs
US FUNDS
2005 2004
Corani
Drilling $ 644,795 $ -
Salaries and consulting 207,220 -
Assaying and sampling 179,133 -
Travel 132,198 -
Acquisition 123,063 -
Supplies and general 75,968 -
Geophysics 56,325 -
Environmental 15,679 -
1,434,381 -
Santa Ana
Salaries and consulting 51,379 30,636
Geophysics 19,298 -
Supplies and general 2,335 13,094
Travel 11,120 11,444
Assaying and sampling 1,359 4,766
Acquisition and claim fees 18,846 937
104,337 60,877
Pichicani Norte
Drilling 48,874 -
Geophysics 36,176 -
Travel 27,119 -
Acquisition and claim fees 13,205 -
Assays and sampling 14,652 -
197,085 -
Niñobamba
Acquisition and claim fees 8,703 8,700
Salaries - 4,196
Assaying and sampling - 1,676
Travel - 602
13,514 17,148
Generative
Salaries and consulting 319,882 445,331
Travel 73,586 130,045
Acquisition and claim fees 28,471 35,280
Geological 46,030 33,287
886,191 866,453

Consolidated Schedules of Exploration Costs
US FUNDS
2005 2004
AngloGold Exploration Alliance

Acquisition – shares issued 548,625 -
Travel 2,440 -
Geological 37,717 -
Assays 8,669 -
666,376 -
Other Properties 95,046 382,281
Costs for the Year $ 3,396,930 $ 1,326,759

Notes to Consolidated Financial Statements
31 December 2005 and 2004
US FUNDS
1 Nature of Business
Bear Creek Mining Corporation’s (“Bear Creek” or the “Company”) main business is acquiring and exploring mineral
properties principally located in Peru with the objective of identifying mineralized deposits economically worthy of sale
for the creation of value for shareholders.
2 Significant Accounting Policies
a) Consolidation
These consolidated financial statements include the accounts of the Company’s wholly-owned subsidiary,
Bear Creek Mining Company. They have been accounted for under the purchase method.
b) Cash and Cash Equivalents
For purposes of reporting cash flows, the Company considers cash and cash equivalents to include amounts
held in banks and highly liquid debt investments with remaining maturities at point of purchase of three
months or less. The Company places its cash and cash investments with institutions of high credit worthiness.
At times, such investments may be in excess of federal insurance limits.
c) Equipment
Equipment is recorded at cost. The Company provides for amortization on exploration equipment using the
straight-line method over their useful lives and office equipment using the 30% declining balance method,
with half of this rate used in the year of acquisition.
d) Income Taxes
The Company accounts for income taxes using the asset and liability method. Future taxes are recognized for
the tax consequences of “temporary differences” by applying enacted or substantively enacted statutory tax
rates applicable to future years on differences between the financial statement carrying amounts and tax basis
of existing assets and liabilities. The effect on future taxes for a change in tax rates is recognized in income
during the period that includes the date of enactment or substantive enactment. In addition, the method
requires the recognition of future tax benefits to the extent that realization of such benefits is more likely than
not.
e) Earnings (Loss) per Share
Basic earnings (loss) per share is computed by dividing income (or loss) attributable to common shareholders
by the weighted average number of common shares outstanding during the period. The computation of
diluted earnings per share assumes the conversion, exercise or contingent issuance of securities only when
such conversion, exercise or issuance would have a dilutive effect on earnings per share. The dilutive effect of
convertible securities is reflected in diluted earnings per share by application of the "if converted" method.
The dilutive effect of outstanding options and warrants and their equivalents are reflected in diluted earnings
per share by application of the treasury stock method.

f) Management’s Estimates
The preparation of consolidated financial statements in conformity with Canadian generally accepted
accounting principles requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial
statements and the reported amounts of revenues and expenses during the reported years. Actual results
could differ from those estimates.
g) Stock-Based Compensation
The Company accounts for all stock-based awards made to employees and non-employees using the fair value
based method.
h) Share Capital
i) The proceeds from the exercise of stock options and warrants are recorded as share capital in the amount
for which the option or warrant were exercised.
ii) Share capital issued for non-monetary consideration is recorded at an amount based on fair market value.
i) Foreign Currency Translation
The accounts of the Company's foreign operations have been translated into US dollars as follows:
• Monetary assets and liabilities at year-end rates,

• All other assets and liabilities at historical rates, and
• Revenue and expense and exploration and development items at the average rate of exchange prevailing
during the year.
Exchange gains and losses arising from these transactions are reflected in income or expense in the year.
j) Derivative Financial Instruments
The Company was not a party to any derivative financial instruments during any of the reported fiscal years.
k) Comparative Figures
Certain of the comparative figures were reclassified, where applicable, to conform with the presentation used
in the current year.
l) Acquisition and Exploration Costs
Acquisition and exploration costs are expensed as incurred since all of the Company’s mineral property
interests remain in the early exploratory stage with no currently defined proven or probable mineral reserves.
If and when the Company’s management determines that economically extractable proven or probable
mineral reserves have been established, the subsequent costs incurred to develop such property, including
costs to further delineate the ore body will be capitalized.

m) Asset Retirement Obligations
Asset Retirement Obligations requires recognition of a legal liability for obligations relating to retirement of
property, plant and equipment, and arising from the acquisition, construction, development, or normal
operation of those assets. Such asset retirement cost must be recognized at fair value, when a reasonable
estimate of fair value can be estimated, in the period in which it is incurred, added to the carrying value of the
asset, and amortized into income on a systematic basis over its useful life.
As at December 31, 2005 the Company does not have any asset retirement obligations.
n) Consolidation of Variable Interest Entities
Effective January 1, 2005, the Company adopted Accounting Guideline AcG-15, “Consolidation of Variable
Interest Entities”, which requires consolidation of entities in which the Company has a controlling financial
interest. The Company has determined that it has no variable interest entities.
3 Financial Instruments
The Company’s financial instruments consist of cash and cash equivalents, advances and accounts payable. Unless
otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit
risks arising from the financial instruments. The fair value of these financial instruments approximates their carrying
value due to their short-term maturity or capacity of prompt liquidation.
4 Equipment
Details are as follows:
31 December 2005 31 December 2004

Cost Accumulated Net Book Cost Accumulated Net Book
Amortization Value Amortization Value
Office equipment $ 14,449 $ 5,948 $ 8,501 $ 11,321 $ 3,988 $ 7,333
Exploration equipment 180,571 80,397 100,174 96,729 54,224 42,505
$ 195,020 $ 86,345 $ 108,675 $ 108,050 $ 58,212 $ 49,838
5 Resource Property Costs
Cumulative resource expenditures per project under active exploration:

Acquisition Exploration Balance as at
Costs Costs 31 December 2005
Corani Project, Peru $ 123,063 $ 1,311,318 $ 1,434,381

Santa Ana Project, Peru 19,783 145,431 165,214
Pichicani Norte Project, Peru 13,205 183,880 197,085
Niñobamba Project, Peru 17,403 163,071 180,474
$ 173,454 $ 1,803,700 $ 1,977,154

a) Corani Project
By letter of understanding dated 19 January 2005 the Company entered into an agreement with Rio Tinto Mining and
Exploration Limited (“Rio Tinto”), whereby the company has the right to earn a 70% interest in the Corani property
located in southeastern Peru, subject to Rio Tinto’s claw-back right. In order to earn its 70% interest, the Company, at its
option, must make payments of $5,400,000 over 3 years as follows:
On signing of letter of understanding – paid $ 25,000

On or before 19 July 2005 – paid 75,000
On or before 19 January 2006 – paid January 13, 2006 300,000
On or before 19 January 2007 2,000,000
On or before 19 January 2008 3,000,000
$ 5,400,000
Once the 70% interest is earned, Rio Tinto shall have 90 days from the date of receipt, to elect at its sole discretion either
to offer its remaining 30% interest in the Property to Bear Creek for $5,000,000 and additional Success Payments as
described below; or can elect to enter into a joint venture agreement with Bear Creek. The joint venture agreement
would have standard dilution clauses.
In addition to the payments listed above, the Company will also pay, pro rata “Success Payments” of $1.10 per ounce of
gold, $0.015 per ounce of silver, and $0.005 per pound of copper based upon recoverable metal defined in a feasibility
study. The Company will pay additional cash Success Payments of $5,000,000 for each event that the recoverable
reserves exceeds 1 million ounces gold or 100 million ounces silver, subject to a maximum amount of $10,000,000. To
date the Company has not completed a bankable feasibility study to determine the recoverable reserves. The Success
Payments will be payable within thirty days following acceptance of the feasibility study by Rio Tinto. Should the
recoverable reserves as defined at commencement of commercial production be 20% or more greater than the
recoverable reserves defined by the Feasibility Study, the Company will then adjust the Success Payments and pay Rio
Tinto the balance.
Rio Tinto’s Claw-Back Right
Rio Tinto has the claw-back right to acquire a 60% interest in the project by reimbursing the Company three times its
pro-rated total direct exploration expenditures should the economic resources exceed 5.5 million tonnes of copper, or
if the economic resources exceed 10 million ounces of gold-equivalent precious metal mineralization. In addition, if the
claw-back right is exercised, Rio Tinto will provide Bear Creek financing on its 40% interest, on a deferred carried basis,
on which interest shall accrue at an annual rate equal to the rate of LIBOR plus 4% per annum, to be repaid monthly
after the commencement of commercial production.
b) Santa Ana Project
During 2004, the Company agreed to acquire a 100% interest in the Santa Ana property in southeastern Peru. In order
to earn the 100% interest, the Company must make payments of $15,000 upon receipt of title, which is subject to
government approval, $15,000 on initiation of drilling, and 3% of direct exploration expenditures to a maximum lifetime
payment of $280,000.

c) Pichicani Norte Project
On 26 October 2004, Bear Creek entered into a letter agreement with AngloGold Ashanti (“AGA”) to acquire a 60%
interest in its Pichacani Norte Project with exploration expenditures totaling $2.5 million over a three-year period. The
original commitment included current year expenditures in fieldwork and drilling totaling $100,000, which has been
met. Upon completion of the $2.5 million expenditure, Bear Creek and AGA will enter into a joint venture agreement
with standard dilution clauses. If either party’s interest falls below 10%, then their participating interest will convert to
a 2% Net Smelter Return (“NSR”) Royalty for silver, and a 4% NSR Royalty for gold. If at anytime a feasibility or
prefeasibility study indicates that greater than 50% of the project’s cash flow will be derived from gold production and
the measured, indicated and inferred resource exceeds 2.5 million ounces of gold equivalent ounces, AGA has a back-
in right to acquire a 70% interest by funding a feasibility study. .
d) AngloGold Exploration Alliance
By letter agreement dated 12 January 2005, the Company acquired certain data from AngloGold Ashanti Exploraciones
del Peru S.A. in exchange for the issuance of 200,000 common shares of the Company’s stock, 1 million warrants priced
at CDN$1.50 (exercised in 2005), and 1 million warrants priced at CDN$2.20 to expire 12 January 2007 (exercised on
March 2006). The 200,000 shares issued had a value of $131,200 and the 2 million warrants had a value of $417,425. In
addition, the Company is required to spend $250,000 in exploration within one year of signing.
e) Niñobamba Project
On 30 July 2003, the Company entered into an agreement with AngloGold Exploracion Peru S.A.C. whereby the
Company can earn at least a 60% interest in the Niñobamba property located in Peru. In order to earn the 60% interest,
the Company, completed 1,000 meters of drilling by March 2004 and, at its option, must make exploration expenditures
of $2,500,000 by 30 July 2006. The property is subject to net smelter return royalties of 4% on gold and 2% on silver.
f) Ataspaca Project
The Company entered into a term sheet dated 29 May 2002 and earned a 50% interest and management control of a
600 hectare mineral claim named “Brisa 1” in the department of Tacna, Southern Peru, known as the Ataspaca Project,
from Southwestern Resources Corp. (“SW”).
On 17 November 2004, the Company and SW entered into an agreement with Anglo American Exploration Peru
(“AAEP”), whereby AAEP will continue exploration. Under the terms of the agreement, AAEP must incur exploration
expenditures of $2,750,000 over a four-year period and make payments totalling $150,000 over a two-year period in
order to earn a 60% interest in the project. The agreement takes effect once AAEP acquires a federal decree allowing
for a foreign company to acquire title of mineral rights within the 50km border zone of Peru. The application is being
processed and approval is expected in the middle of 2006. The Company’s interest would then be a 20% participating
interest. To date, the Company has received $34,260 as reimbursement of expenditures.

6 Share Capital
a) Details of share issued are as follows:
Shares Amount
Authorized:
50,000,000 common shares without par value
Issued and allotted and fully paid:

Balance - 31 December 2003 27,128,457 $ 8,191,297
Exercise of share purchase warrants 1,200 600
Exercise of stock options 150,000 75,000
Fair value of options exercised - 61,500
Balance - 31 December 2004 27,279,657 8,328,397
Shares issued for exploration alliance 200,000 131,200
Shares issued for warrants 5,803,952 4,709,951
Shares issued for stock options 735,000 300,940
Shares issued in private placement 3,600,000 9,720,837
Fair value of options and warrants exercised - 331,814
Share issuance costs - (1,074,391)
Balance - 31 December 2005 37,618,609 $ 22,448,748
On 30 August 2005, the Company issued a total of 3,600,000 Units at Cdn $3.25 per Unit for gross proceeds of
Cdn $11.7 million. Each unit consists of one common share and one-half of one common share purchase
warrant. Each whole share purchase warrant entitles the holder to acquire one common share at Cdn $4.25
over a two-year period expiring on 30 August 2007. The underwriting fees associated with this issuance are
6% for a total of Cdn $702,000 and 180,000 Broker warrants which entitles the broker to acquire one common
share and one-half of a Broker Option Warrant at Cdn $3.25 and expiring on 30 August 2007. Each whole
Broker Option Warrant entitles the broker to acquire one common share of the Company at Cdn. $4.25. The
broker warrants were valued at $298,721 using the Black-Scholes option pricing model with the following
assumptions:
Expected dividend yield 0.00%

Expected stock price volatility 121%
Risk-free interest rate 2.97%
Expected life of warrants 2 years
b) Details of contributed surplus:
2005 2004
Balance – Beginning of Year $ 1,170,355 $ 805,000
Fair value of stock-based compensation 1,143,840 426,855
Fair value of stock options exercised – transferred
to share capital (155,250) (61,500)
Fair value of broker warrants 298,731 -
Fair value of warrants issued for exploration alliance 417,425 -
Fair value of exploration alliance warrants exercised (176,564) -
Balance – End of Year $ 2,698,537 $ 1,170,355

c) Share Purchase Options
The Company has established a share purchase option plan whereby the board of directors may, from time to
time, grant options to directors, officers, employees or consultants. Options granted must be exercised no later
than five years from the date of grant or such lesser period as determined by the Company’s board of directors.
The exercise price of an option is not less than the closing price on the Exchange on the last trading day
preceding the grant date. Options begin vesting on the grant date based on a schedule outlined in the share
purchase option plan.
A summary of the Company’s options as at 31 December 2005 is as follows:
Number Price per Share Expiry Date

Options 1,690,000 US$0.50 21 April 2008
310,000 US$0.50 5 June 2008
20,000 US$0.50 2 July 2009
1,310,000 Cdn$0.70 24 November 2009
865,000 Cdn$3.00 5 August 2010
835,000 * Cdn$3.00 5 August 2010
100,000 * Cdn$3.00 5 August 2010
5,130,000
*Subject to shareholder approval
3,020,000 options have been vested at the period end.
On 5 August 2005, the Company granted directors, officers, consultants and employees of the Company
options to purchase up to 1,700,000 common shares of the Company at an exercise price of CDN$3.00 per
share. Of the options granted, 835,000 are subject to shareholder approval. The remaining 865,000 have a
$1,800,681 estimated value on the grant date. Since the options were granted under a graded vesting
schedule, $813,683 of the fair value has been recorded in the Company accounts. The offsetting entry is to
contributed surplus.
On 6 December 2005, the Company granted an officer of the Company options to purchase up to 100,000
common shares of the Company at an exercise price of CDN$4.75 per share. These options have a $343,785
estimated value on the grant date. These options are subject to shareholder approval.
The fair value of the options granted on 5 August 2005 is estimated on its date of grant using the Black-Scholes
option-pricing model with the following assumptions:
Options Issued In 2005 Options Issued In 2004

Expected dividend yield 0.00% 0.00%
Expected stock price volatility 132% 112%
Risk-free interest rate 4.27% 4.21%
Expected life of options 5 years 5 years
The weighted average fair value of the options granted was $2.08
Option pricing models require the input of highly subjective assumptions including the estimate of the share
price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate, and
therefore, the existing models do not necessarily provide a reliable single measure of the fair value of the
Company’s stock options.

d) Warrants
As at 31 December 2005, the following share purchase warrants were outstanding:
Number Price per Share Expiry Date
AngloGold 1,000,000 Cdn$2.20 12 January 2007

Series D Warrants 1,041,266 Cdn$1.25 7 April 2007
Series E Warrants 1,799,999 Cdn$4.25 30 August 2007
Broker Warrants* 180,000 Cdn$3.25 30 August 2007
4,021,265
*Each Broker Warrant when exercised includes one-half of a Broker Option Warrant which entitles the holder
to acquire one common share for each whole Broker Option Warrant at $4.25 per common share.
The Company amended the terms of the Series B and C warrants. The warrant holder could have elected to
exercise such amended Series B and C warrants and receive a Unit for $0.75 each. Each Unit consisted of one
common share and one-half of one Series D warrant. Each whole Series D warrant will allow the holder to
acquire one common share at Cdn$1.25 for two years following the date of issue. If the Series B and C warrant
holder does not exercise within 10 days of the approval, the warrants continued to be exercisable on the same
terms that previously existed. During the first four months of the current fiscal year, 3,122,285 Series B and C
warrants were exercised under the amendment, which resulted in 3,122,285 common shares of the Company
being issued for cash of $2,341,714 and a total of 1,561,141 Series D warrants were issued.
Series D warrants are subject to a forced 30-days exercise provision if the Company’s shares trade at or above
Cdn$1.90 for over a period of 20 consecutive days. To date the Company has not enforced the 30 day exercise
provision.
e) Escrow Shares
As at 31 December 2005, 756,302 shares are held in escrow and will be released upon a predetermined time
schedule.
7 Related Party Transactions and Balances
The following represents the details of related party transactions paid or accrued during the year ended 31
December 2005:
2005 2004
Consulting fees paid to a director of the Company 68,500 12,500
Legal fees paid to a firm in which a director of the
Company is a partner 53,333 35,837
Legal fees paid to a firm in which an officer of the
Company is a partner 117,446 33,198
Accounting fees paid to an officer of the Company 24,765 23,100
Rent paid to a company with a common director
and officer of the Company 18,198 16,925

8 Segmented Information
The Company has one operating segment, which is mineral exploration. All of the Company’s exploration expenses
as disclosed on the exploration cost schedule are incurred in South America. All of the Company’s assets and other
expenses are in Canada, except for $101,021 of equipment, which are located in Peru.
9 Commitments
a) By agreement dated 27 September 2003, the Company entered into a consulting agreement with a director
and officer of the Company to act as the President and C.E.O. of the Company. Compensation is $13,333 per
month. This agreement is effective from 22 April 2003 and will continue for a term of three years. The
Company may terminate this agreement by providing a severance package depending on the nature of the
termination.
b) By agreement dated 30 September 2003, the Company entered into a consulting agreement with a director
and officer of the Company to act as the Vice President of Explorations of the Company. Compensation is
$10,300 per month. This agreement is effective from 22 April 2003 and will continue for a term of three years.
The Company may terminate this agreement by providing a severance package depending on the nature of
termination.
10 Income Taxes
The Company has incurred non-capital losses for tax purposes of approximately $2,472,000, which may be carried
forward to reduce future taxable income. These losses expire as follows:
2006 $ 24,000
2007 69,000
2008 86,000
2009 40,000
2010 1,142,000
2014 585,000
2015 526,000
$ 2,472,000
The potential future tax benefits of these losses amounting to approximately $889,000 have been reduced to $nil
by a valuation allowance.
The Company’s Peruvian subsidiary also has certain losses and related resource property expenditures that may be
used to reduce future taxable income in Peru. These losses have not been subject to examination by the Peruvian
tax authorities.
11 Subsequent Events
From 1 January 2006 to 17 March 2006, a total of 1,193,143 share purchase warrants and options were exercised
for cash of Cdn $2,798,795. Included in this total is the exercise of 1 million AngloGold warrants for proceeds of
Cdn$2.2 million.

Corporate Information
DIRECTORS AND OFFICERS TRANSFER AGENT
CATHERINE McLEOD-SELTZER PACIFIC CORPORATE TRUST COMPANY

Chairman of the Board, Director 510 Burrard Street, 2nd Floor
ANDREW SWARTHOUT Vancouver, BC, Canada V6C 3B9
President, CEO and Director Phone: 604-689-9853
Fax: 604-689-8144
DAVID DE WITT - Director
COMPANY OFFICES
MIGUEL GRAU - Director
KEVIN MORANO - Director CORPORATE HEAD OFFICE

Bear Creek Mining Corporation
ANTHONY PETRINA - Director Suite 410, 625 Howe Street
Vancouver, BC, Canada V6C 2T6
GERALD VAN VOORHIS - Director Phone: 604-685-6269
DAVID VOLKERT - Vice President, Exploration Fax: 604-685-6268
Website: www.bearcreekmining.com
CORY DEAN - Vice President, Legal email: info@bearcreekmining.com
CHAFIKA EDDINE - Vice President, Corporate Affairs OPERATIONS OFFICE

MARC LEDUC - Vice-President, Technical Services Bear Creek Mining Corporation
Monte Flor #460, Santiago de Surco
STEVEN KRAUSE - Chief Financial Officer Lima 33, Peru
Phone: (511) 372-5765
ROSANA PEREZ - Corporate Secretary Fax: (511) 372-8070
PATRICK DE WITT - Investor Relations
SHARES TRADED
AUDITORS TSX Venture Exchange ticker symbol BCM
STALEY, OKADA & PARTNERS SHARE CAPITALIZATION

Chartered Accountants Shares issued and outstanding
Suite 400, 889 West Pender Street as of April 19, 2006 39,477,311
Vancouver, BC, Canada V6C 3B2 Shares fully diluted 46,305,766
Phone: 604-694-6070
Fax: 604-585-8377 REGULATORY FOOTNOTES
All of Bear Creek’s exploration programs and pertinent disclosure

LEGAL COUNSEL of a technical or scientific nature are prepared by or prepared
under the direct supervision of David Volkert, P.Geo., Bear Creek’s
DUMOULIN BLACK Vice President of Exploration, who serves as the qualified person
(QP) under the definitions of National Instrument 43-101. A section
Barristers & Solicitors
in Bear Creek’s website is dedicated to sampling, assay and quality
Suite 1000, 595 Howe Street control procedures. Certain disclosure in this release, including
Vancouver, BC, Canada V6C 2T5 management’s assessment of Bear Creek’s plans and projects,
Phone: 604-687-1224 constitutes forward-looking statements that are subject to
Fax: 604-687-8772 numerous risks, uncertainties and other factors relating to Bear
Creek’s operation as a mineral exploration company that may
cause future results to differ materially from those expressed or
implied. Readers are cautioned not to place undue reliance on
forward-looking statements.

C SEDAR FILINGS Annual-Report

Uploaded by

Copyright:

Available Formats

You might also like

C SEDAR FILINGS Annual-Report

Uploaded by

Document Information

Original Description:

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

C SEDAR FILINGS Annual-Report

Uploaded by

Copyright:

Available Formats

Letter to Shareholders from Chairman & CEO

Bear Creek Mining Corporation 1 ANNUAL REPORT 2005

Catherine McLeod-Seltzer Andrew T. Swarthout

Bear Creek Mining Corporation 2 ANNUAL REPORT 2005

The Corani Silver-Gold Project represents an emerging, world-class

An independent resource calculation completed by SRK

The Corani Este deposit contains 120 million ounces of the

Bear Creek Mining Corporation 3 ANNUAL REPORT 2005

Over 2,000 meters of trenching were completed and

By the end of April 2006, Bear Creek had completed 170

Bear Creek Mining Corporation 4 ANNUAL REPORT 2005

Corani Resources - Monday March 13th, 2006

20g/t cutoff Million g/t % Pb % Zn Million Million Million

Drilling is ongoing and continues to return encouraging results.

New targets will be tested this year by Bear Creek such as

Bear Creek Mining Corporation 5 ANNUAL REPORT 2005

Bear Creek Mining Corporation 6 ANNUAL REPORT 2005

The Santa Ana project represents a near-surface, bulk-tonnage, volcanic

An additional 2,400 hectares of mineral rights were applied

Bear Creek Mining Corporation 7 ANNUAL REPORT 2005

The principal target identified to date measures 1200m long x 60-150m

Bear Creek Mining Corporation 8 ANNUAL REPORT 2005

PICHACANI NORTE PROPERTY

Pichacani Norte is easily accessible by paved highway and dirt roads, 50

Pichacani Norte was originally identified by AngloGold Ashanti and an

Bear Creek Mining Corporation 9 ANNUAL REPORT 2005

The Ataspaca project is a 50-50 joint venture with Southwestern Resources

Bear Creek Mining Corporation 10 ANNUAL REPORT 2005

Prepared as at 17 March 2006 for the year ended 31 December 2005.

Activities on Mineral Projects

Bear Creek Mining Corporation 11 ANNUAL REPORT 2005

Corani Resources – 13 March 2006

MILLION EQUIV. MILLION MILLION MILLION

2.57 OUNCE/TONNE CUTOFF

Bear Creek Mining Corporation 12 ANNUAL REPORT 2005

Santa Ana Project

Bear Creek Mining Corporation 13 ANNUAL REPORT 2005

AngloGold Ashanti Exploration Alliance

Bear Creek Mining Corporation 14 ANNUAL REPORT 2005

Bear Creek’s Results of Operations

Summary of Quarterly Results

Period Revenues Loss from Basic and Fully

Net Loss and Operating Expenses

Bear Creek Mining Corporation 15 ANNUAL REPORT 2005

For the Three Months Ended 31 December 2005 and 2004

Selected Annual Information

2005 2004 2003

Liquidity and Capital Resources

Bear Creek Mining Corporation 16 ANNUAL REPORT 2005

Transactions with Related Parties

Bear Creek Mining Corporation 17 ANNUAL REPORT 2005

Critical Accounting Policies and Estimates

Additional information relating to Bear Creek is on SEDAR at www.sedar.com

Bear Creek Mining Corporation 18 ANNUAL REPORT 2005

To the Shareholders of Bear Creek Mining Corporation:

“Staley, Okada & Partners”

Vancouver, B.C. STALEY, OKADA & PARTNERS