6-K

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of October 2004

Commission File Number 0-50881

Nevsun Resources Ltd.

(Translation of registrant’s name into English)

800 – 1075 West Georgia Street

Vancouver, British Columbia

Canada  V6E 3C9

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or 40-F:

Form 20-F           Form 40-F       X

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):      

Note:  Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes           No     X

Note:  Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes           No     X

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _____

DOCUMENTS INCLUDED IN THIS FORM 6-K

1.

Description of Common Shares.

2.

Specimen Share Certificate of the Registrant.

3.

Quarterly Report of the Registrant for the six months ended June 30, 2004.

4.

Accompanying MD & A of the Registrant for the period ended June 30, 2004.

5.

Material Change Report of the Registrant dated July 26, 2004 and Press Release dated July 26, 2004.

6.

Material Change Report of the Registrant dated August 9, 2004 and Press Release dated August 9, 2004.

7.

Material Change Report of the Registrant dated August 10, 2004 and Press Release dated August 10, 2004.

8.

Material Change Report of the Registrant dated September 8, 2004 and Press Releases dated September 3 and 7, 2004.

9.

Material Change Report of the Registrant dated September 9, 2004 and Press Release dated September 9, 2004.

10.

Material Change Report of the Registrant dated September 21, 2004 and Press Release dated September 21, 2004.

11.

Material Change Report of the Registrant dated October 19, 2004 and Press Release dated October 19, 2004.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned, thereunto duly authorized.

Nevsun Resources Ltd.

Date: October 29, 2004

By: “Maureen D. Carse”

Corporate Secretary

3

EX-99

NEVSUN RESOURCES LTD.

Summary of Common Shares

The authorized capital of the Company consists of 250,000,000 common shares without par value.  The common shares of the Company are represented by a form of share certificate approved by the Board of Directors and acceptable to any stock exchange where the Company’s common shares are listed.

The holders of common shares are entitled to one vote for each share held and are entitled to receive pro rata such dividends as may be declared by the Board of Directors out of funds legally available therefor and to receive pro rata the remaining property of the Company upon dissolution.  

There are no pre-emptive or conversion rights, and no provisions for redemption, purchase or cancellation, surrender, sinking fund or purchase fund.

There are no restrictions on transferability.

EX-99

NEVSUN RESOURCES LTD.

Interim Consolidated Financial Statements

June 30, 2004

(Expressed in United States Dollars)

Unaudited – Prepared by Management

Not Reviewed by an Independent Auditor

NEVSUN RESOURCES LTD.

Interim Consolidated Balance Sheets
(Expressed in United States Dollars)
June 30, 2004 and December 31, 2003
		June 30		December 31
		2004		2003
		(unaudited)
Assets
Current assets:
	Cash and cash equivalents	$	2,742,892	$	14,519,209
	Short-term investments		45,671,031		47,166,703
	Accounts receivable and prepaids		391,719		186,199
			48,805,642		61,872,111
Property, plant & equipment (note 2)			66,181,609		51,536,768
		$	114,987,251	$	113,408,879
Liabilities and Shareholders’ Equity
Current liabilities:
	Accounts payable and accrued liabilities	$	1,816,445	$	1,178,781
	Current portion of long-term debt (note 7)		-		1,000,000
			1,816,445		2,178,781
Long-term debt (note 7)			2,271,214		1,087,797
Shareholders’ equity:
	Share capital (note 3)		135,227,112		134,296,307
	Shares to be issued (note 7)		2,352,941		2,352,941
	Contributed surplus (note 4)		3,636,471		1,903,403
	Deficit		(30,316,932)		(28,410,350)
			110,899,592		110,142,301
		$	114,987,251	$	113,408,879

Commitments (note 3)

Subsequent event (note 7)

See accompanying notes to interim consolidated financial statements.

Approved on behalf of the Board:

“John A. Clarke”

Director

“Robert J. Gayton”

Director

1

NEVSUN RESOURCES LTD.

Interim Consolidated Statements of Operations and Deficit

Unaudited
(Expressed in United States Dollars)

		Three months ended June 30				Six months ended June 30
		2004		2003 (Restated note 1)		2004		2003 (Restated note 1)
Expenses:
	Accounting and audit	$	12,456	$	8,499	$	35,878	$	21,859
	Amortization		6,840		4,596		12,532		8,829
	Consulting		4,030		26,959		25,987		40,873
	Investor relations		89,436		55,325		155,260		131,188
	Legal fees		16,570		3,240		27,906		12,776
	Office		83,297		68,888		170,303		96,475
	Remuneration		116,852		85,170		241,138		175,818
	Stock-based compensation (note 3(c))		496,113		364,038		1,339,494		565,377
	Transfer, listing and filing fees		25,896		7,283		51,506		34,902
	Travel		-		11,711		52,931		30,642
			851,490		635,709		2,112,935		1,118,739
Loss before the undernoted			(851,490)		(635,709)		(2,112,935)		(1,118,739)
Foreign exchange gain (loss)			(1,131)		82,873		(7,193)		434,267
Investment income (loss) (note 6)			(160,188)		68,446		213,546		78,170
Loss for the period			(1,012,809)		(484,390)		(1,906,582)		(606,302)
Deficit, beginning of period			(29,304,123)	(26,533,783)			(28,410,350)		(26,411,871)
Deficit, end of period		$	(30,316,932)	$	(27,018,173)	$	(30,316,932)	$	(27,018,173)
Basic and diluted loss per share		$	(0.02)	$	(0.01)	$	(0.03)	$	(0.01)
Weighted average shares outstanding			74,273,291	56,323,299		74,161,873			53,500,062

See accompanying notes to interim consolidated financial statements.

2

NEVSUN RESOURCES LTD.

Interim Consolidated Statements of Cash Flows

Unaudited

(Expressed in United States Dollars)

				Three months ended June 30				Six months ended June 30
					2004		2003		2004		2003
Cash provided by (used for):
Operations:
	Loss for the period			$	(1,012,809)	$	(484,390)	$	(1,906,582)	$	(606,302)
	Items not involving cash:
	Amortization				6,840		4,596		12,532		8,829
	Stock-based compensation				496,113		364,038		1,339,494		565,377
		Changes in non-cash working capital:
	Accounts receivable and prepaids				22,154		(251,515)		(205,520)		(301,756)
	Accounts payable and accrued liabilities				513,779		431,876		637,664		177,392
					26,077		64,605		(122,412)		(156,460)
Investments:
	Property, plant and equipment				(10,382,262)		(3,138,076)		(13,898,886)		(4,781,415)
	Short-term investments`				10,288,896		(2,898,161)		1,495,672		(7,570,377)
					(93,366)		(6,036,237)		(12,403,214)		(12,351,792)
Financing:
	Proceeds on issuance of shares				625,759		1,371,443		752,314		13,996,119
	Decrease in long term debt				1,612		–		(3,005)		–
					627,371		1,371,443		749,309		13,996,119
Increase (decrease) in cash and cash equivalents					560,082		(4,600,189)		(11,776,317)		1,487,867
Cash and cash equivalents beginning of period					2,182,810		8,835,533		14,519,209		2,747,477
Cash and cash equivalents end of period				$	2,742,892	$	4,235,344	$	2,742,892	$	4,235,344
Supplementary information:
			Income taxes paid	$	–	$	–	$	–	$	–
			Interest paid	$	–	$	–	$	–	$	–
			Non-cash investing and financing transactions:
			Interest capitalized on accretion of debt	$	24,407	$	34,041	$	47,651	$	68,083
			Stock-based compensation capitalized to mineral properties	$	289,489	$	112,331	$	572,065	$	142,914
			Contribution by Government of Mali capitalized to mineral properties and long-term debt	$	–	$	–	$	138,771	$	–

See accompanying notes to interim consolidated financial statements.

3

NEVSUN RESOURCES LTD.

Notes to Interim Consolidated Financial Statements

Unaudited

(Expressed in United States Dollars)

Second Quarter Ended June 30, 2004

1.

Basis of presentation:

These interim consolidated financial statements include the accounts of the Company and its subsidiaries.  All significant inter company balances and transactions have been eliminated.  The interim statements should be read in conjunction with the annual audited financial statements for the company’s most recently completed fiscal year ended December 31, 2003, as these interim financial statements do not include all disclosures required for annual financial statements.  

The preparation of interim financial statements to conform with generally accepted accounting principles requires management to make estimates that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the interim financial statements, and the reported amounts of revenues and expenses during the reporting period.  Significant areas requiring the use of estimates relate to the determination of impairment of mineral properties, and assumptions used determining stock-based compensation.  Actual results could differ from those estimates.

The same accounting policies are used in these interim financial statements as for the most recent audited annual financial statements.

The comparative figures for the 2003 quarters have been restated in the presentation of these interim statements of operations and deficit and cash flows so as to reflect the change in accounting implemented during the fourth quarter of 2003 for stock-based compensation, as detailed in the annual audited financial statements for the year ended December 31, 2003.

2.

Property, plant and equipment:

			June 30	December 31
			2004	2003
Property under development - Tabakoto, Mali:
	Historic exploration costs	$	28,878,166	$	27,301,053
	Plant construction in progress, including progress payments of $6,178,814 on a lump sum turnkey construction contract		8,126,774		-
			37,004,940		27,301,053
Exploration mineral properties:
	Details per schedule below		28,022,676		23,316,250
Equipment:
	Cost less accumulated amortization
	$ 117,698 (2003 - $105,166)		1,153,993		919,465
		$	66,181,609$	51,536,768

During the second quarter the Company announced the commencement of construction of the Tabakoto mine in Mali. In connection with a $25.5 million construction contract, Nevsun Resources Ltd. has guaranteed payment by its Malian subsidiary, Tambaoura Mining Company SA.

4

NEVSUN RESOURCES LTD.

Notes to Interim Consolidated Financial Statements

Unaudited

(Expressed in United States Dollars)

Second quarter ended June 30, 2004

2.

Property, plant and equipment (continued):

Schedule of exploration mineral property expenditures during the first two quarters of 2004:

		Segala		Bisha	Augaro/AK			Kubi
		Mali		Eritrea	Eritrea			Ghana	Total
Deferred December 31, 2003	$	12,784,025	$	5,561,403	$	630,879	$	4,339,943	$ 23,316,250
Acquisition costs incurred		23,244		-		-		-	23,244
Exploration and development:
Assays		-		121,377		-		-	121,377
Consulting engineers and personnel		3,546		271,900		5,656		858	281,960
Drilling and geophysics		-		1,024,196		-		-	1,024,360
Equipment		-		29,331		-		-	29,331
Line cutting and surveying		-		42,988		1,929		-	44,917
Stock-based compensation		-		128,780		-		6,754	135,534
Transportation and field		-		463,009		1,493		25	464,527
Administration		5,478		188,944		1,896		13,515	473,900
Diamond permit		23,232		-		-		-	23,232
Incurred during the period		55,500		2,270,525		10,974		21,152	2,358,151
Balance , March 31, 2004		12,839,525		7,831,928		641,853		4,361,095	25,674,401
Acquisition costs incurred		23,244		17,500		17,500		-	58,244
Exploration and development:
Assays		-		205,583		-		-	205,583
Consulting engineers and personnel		19,973		465,238		4,101		3,587	492,899
Drilling and geophysics		-		1,170,475		136		-	1,170,611
Equipment		-		210,870		-		-	210,870
Line cutting and surveying		-		8,432		3,722		-	12,154
Stock-based compensation		-		124,824		-		10,131	134,955
Transportation and field		-		169,715		-		17	169,732
Administration		4,122		258,230		204		19,950	282,506
Cost recovery		-		-		-		(410,000)	(410,000)
Diamond permit		20,721		-		-		-	20,721
Incurred during the period		68,060		2,630,867		25,663		(376,315)	2,348,275
Balance, June 30, 2004	$	12,907,585	$	10,462,795	$	667,516	$	3,984,780	$ 28,022,676

During the second quarter the Company received $410,000 in cash recoveries of costs on its properties in Ghana.

3.

Share capital:

(a)

Authorized:  250,000,000 common shares without par value.

5

NEVSUN RESOURCES LTD.

Notes to Interim Consolidated Financial Statements

Unaudited

(Expressed in United States Dollars)

Second quarter ended June 30, 2004

3.

Share capital (continued):

(b)

Issued:

	Number of Shares	Share Amount
Balance, December 31, 2003	73,824,322	$	134,296,307
Exercise of warrants	202,500		55,106
Exercise of stock options	117,700		71,449
Allocation from contributed surplus upon exercise of stock options	-		34,317
Balance, March 31, 2004	74,144,522		134,457,179
Exercise of warrants	62,500		57,542
Exercise of stock options	763,300		568,217
Allocation from contributed surplus upon exercise of stock options	-		144,174
Balance, June 30, 2004	74,970,322	$	135,227,112

(c)

Stock options:

	Number of options	Weighted average exercise price (CDN$)
Outstanding, December 31, 2003	4,472,000	$	1.62
Granted to employees, directors, officers	1,100,000		4.81
Granted to non-employees	75,000		4.81
Exercised	(117,700)		0.81
Outstanding, March 31, 2004	5,529,300	$	2.32
Granted to employees, directors, officers	50,000		4.81
Granted to non-employees	12,000		4.81
Exercised	(763,300)		1.01
Expired	(80,000)		4.81
Outstanding, June 30, 2004	4,748,000	$	2.52

Stock options at June 30, 2004 expire at various dates from February 8, 2005 to February 22, 2011.

Details of outstanding options at June 30, 2004:

Type	Number of options	Range of exercise price (CDN$)		Average remaining life in years
Vested	190,000	$	0.15	6.7 years
Vested	3,278,000	$	0.75 to $7.33	2.7 years
Un-vested	1,280,000	$	4.25 to $7.33	4.6 years
Total	4,748,000

6

NEVSUN RESOURCES LTD.

Notes to Interim Consolidated Financial Statements

Unaudited

(Expressed in United States Dollars)

Second quarter ended June 30, 2004

3.

Share capital (continued):

(d)

Warrants:

	Number of warrants	Average exercise price ($CDN)
Outstanding, December 31, 2003	5,492,500	$	9.18
Warrants exercised	(202,500)		0.36
Outstanding, March 31, 2004	5,290,000	$	9.52
Warrants exercised	(62,500)		1.25
Outstanding, June 30, 2004	5,227,500	$	9.62

(e)

Shares reserved for issuance (fully diluted shares outstanding):

	Number of shares
Issued and outstanding at June 30, 2004	74,970,322
Stock options outstanding (note 3(c))	4,748,000
Warrants outstanding (note 3(d))	5,227,500
Shares to be issued regarding Segala (note 7)	1,420,000
Shares reserved for issuance (fully diluted shares outstanding)	86,365,822

4. Contributed surplus:

Balance, December 31, 2003	$	1,903,403
Stock-based compensation expensed		843,381
Stock-based compensation capitalized		282,576
Exercise of stock options, to share capital		(34,317)
Balance, March 31, 2004		2,995,043
Stock-based compensation expensed		496,113
Stock-based compensation capitalized		289,489
Exercise of stock options, to share capital		(144,174)
Balance, June 30, 2004	$	3,636,471

5. Segmented information

The Company conducts its business as a single operating segment being the investment in and exploration and development of mineral properties. All property, plant and equipment are situated in Africa. Investment revenues were earned from international sources.

6. Investment income

The Company records its short-term investments at the lower of cost and market. As a result the Company has recorded a decline in value as a reduction of investment income.

7

NEVSUN RESOURCES LTD.

Notes to Interim Consolidated Financial Statements

Unaudited

(Expressed in United States Dollars)

Second quarter ended June 30, 2004

7. Subsequent event

Subsequent to June 30, 2004 the Company agreed to issue 1,420,000 common shares of the Company so as to settle all of the remaining obligations of debt ($1,944,640 at June 30, 2004) and shares to be issued ($2,352,941) incurred in connection with the 2002 acquisition of the Segala property. The previously classified current portion of long-term debt has been classified long-term at June 30, 2004 because it was subsequently settled through the issuance of shares.

CORPORATE DIRECTORY	TRANSFER AGENT
DIRECTORS	Computershare Trust Company 510 Burrard Street Vancouver, British Columbia V6C 3B9
GARY E. GERMAN CHAIRMAN Toronto, Ontario, Canada
R. STUART  ANGUS Vancouver, BC, Canada	CORPORATE OFFICE
	Suite 800 1075 West Georgia Street Vancouver, British Columbia Canada V6E 3C9 Tel: (604)-623-4700 Fax: (604)-623-4701 Web site: www.nevsun.com
JOHN A. CLARKE West Vancouver, BC, Canada
CLIFF T. DAVIS Vancouver, BC, Canada
ROBERT J. GAYTON West Vancouver, BC, Canada	SHARES LISTED
GERARD E. MUNERA Greenwich, CT, USA	Toronto Stock Exchange Symbol: NSU Authorized: 250,000,000 common Shares outstanding: 74,970,322 (June 30, 2004)
OFFICERS
JOHN A. CLARKE President & Chief Executive Officer	AUDITORS
CLIFF T. DAVIS Chief Financial Officer	KPMG LLP Chartered Accountants 777 Dunsmuir Street Vancouver, British Columbia
F. WILLIAM NIELSEN Vice President Exploration	LEGAL COUNSEL
MAUREEN D. CARSE Corporate Secretary	Miller Thomson LLP Suite 1000, 840 Howe Street Vancouver, British Columbia

8

EX-99

This is the form of a material change report required under section 85(1) of the Securities Act (British Columbia) and under section 75(2) of the Securities Act (Ontario).

BC  FORM  53-901F
(Previously  Form  27)

SECURITIES  ACT

MATERIAL  CHANGE  REPORT  UNDER  SECTION  85(1)  OF  THE  SECURITIES  ACT  (BRITISH  COLUMBIA)  AND  UNDER  SECTION  75(2)  OF  THE  SECURITIES  ACT  (ONTARIO)

1.

Reporting Issuer

Nevsun Resources Ltd. (the “Company”)
Suite 800 - 1075 West Georgia Street
Vancouver, BC  V6E 3C9

2.

Date of Material Change

July 26, 2004

3.

Press Release

The press release was issued on July 26, 2004 and was disseminated by CCN Matthews, Canada Stockwatch and Market News.

4.

Summary of Material Change

Nevsun Resources Ltd. (NSU/TSX) announces further assay results from Diamond Drill Holes B-281 to B-299 from its 90% owned Bisha volcanogenic massive sulphide project in Eritrea.

5.

Full Description of Material Change

See attached news release.

6.

Reliance on Section 85(2) of the Act

This report is not being filed on a confidential basis.

7.

Omitted Information

No information has been intentionally omitted from this form.

8.

Senior Officers

Dr. John A. Clarke
Telephone:  (604) 623-4700

9.

Statement of Senior Officer

The foregoing accurately discloses the material change referred to herein.

Dated at Vancouver, B.C., on July 27, 2004.

NEVSUN RESOURCES LTD.

Per: “Maureen Carse”

Maureen D. Carse

Corporate Secretary

HIGH GRADE GOLD AND COPPER ASSAYS FROM BISHA PROJECT, ERITREA

July 26, 2004

Nevsun Resources Ltd. (NSU/TSX) announces further assay results from Diamond Drill Holes B-281 to B-299 from its 90% owned Bisha volcanogenic massive sulphide project in Eritrea.

These results represent part of the recently completed in-fill drill program at Bisha. Results continue to outline significant high grade intercepts in the gold bearing oxide, supergene copper and primary sulphide zones of the deposit. Nevsun focused the current drill program on the full delineation of the gold bearing oxide and supergene copper bearing massive sulphides over 1200 meters of strike length of the Bisha Main deposit with in-fill drilling on 25 meter sections. This will allow for the planning of a feasibility evaluation of the near surface horizons (gold bearing oxides to a typical vertical depth from surface to 35meters, copper bearing supergene from a depth of 35 meters to approximately 65meters, and zinc bearing primary sulphides below 65meters.). The mining of these near surface high grade gold, high grade copper and high grade zinc horizons will be able to be conducted with a minimum of overburden stripping. In the southern portion of the Bisha Main deposit the primary mineralization is open to depth and has been drill tested in the vicinity of line 1715500 to a depth of 375 meters.

HIGHLIGHTS:

Oxide Zone

• Hole B-281 intersected 8.25 meters averaging 33.25g/t Au and 195 g/t Ag

• Hole B-284 intersected 61.0 meters averaging 7.73g/t Au

• Hole B-297 intersected 45.9 meters averaging 5.21g/t Au

• Hole B-299 intersected 36.0 meters averaging 11.26g/t Au

Supergene Zone

• Hole B-281 intersected 58.0meters averaging 4.87% Cu

• Hole B-284 intersected 35.95 meters averaging 6.36% Cu

• Hole B-285 intersected 15.8 meters averaging 15.54% Cu

• Hole B-287 intersected 8.5 meters averaging 6.07% Cu

• Hole B-289 intersected 17.5 meters averaging 9.92% Cu

• Hole B-291 intersected 23.0 meters averaging 9.30% Cu

• Hole B-294 intersected 21.0 meters averaging 11.79% Cu

• Hole B-296 intersected 8.25 meters averaging 31.17 g/t Au

• Hole B-299 intersected 6.0 meters averaging 34.86 g/t Au

Assay results from drill holes at the Bisha Main Zone are listed below by mineral zones: Oxide, Supergene sulphides, Primary sulphides. Zinc enriched sections have been averaged using a 2.0% lower cut-off and a 30% upper cut-off. (See drill plan map at end of release).

Diamond Drilling results:

Hole #	From	To	Length (m)	Au g/t	Ag g/t	Cu %	Pb %	Zn %	Dip Collar	Section
Oxide									&n bsp;
B-281	51.75	60.0	8.25	33.25	195.35	0.13	4.18	0.04	-45	1716125
B-284	0.0	61.0	61.0	7.73	14.14	0.18	0.67	0.04	-55	1716175
B-293	6.0	34.5	28.5	1.27	4.68	0.08	0.13	0.07	-45	1716025
B-295	30.5	43.5	13.0	6.17	38.89	0.09	0.81	0.08	-45	1716000
B-296	33.0	43.75	10.75	3.37	7.77	0.07	0.46	0.09
B-297	2.1	48.0	45.9	5.21	24.05	0.19	0.84	0.11	-45	1716050
B-298	33.0	49.5	16.5	2.54	28.18	0.02	0.83	0.02	-50	1715375
B-299	0.0	36.0	36.0	11.26	18.66	0.82	0.42	0.07	-65	1716075
Supergene									&n bsp;
B-281	63.0	121.0	58.0	1.03	34.40	4.87	0.07	0.08	-45	1716125
B-283	58.7	72.0	13.3	0.02	0.61	1.04	0.01	0.03	-50	1715825
B-284	62.5	98.55	35.95	0.91	28.75	6.36	0.05	0.03	-55	1716175
B-285	57.3	73.1	15.8	0.81	49.61	15.54	0.23	0.05	-45	1715850
and	73.1	83.25	10.15	0.01	0.94	1.30	0.01	0.04
B-286	84.5	95.35	10.85	0.79	33.53	1.19	0.12	0.22	--50	1715875
B-287	82.5	91.0	8.5	0.99	31.4	6.07	0.21	0.04	-45	1715900
B-288	63.0	65.5	2.5	0.01	0.50	0.90	0.01	0.02	-53	1716075
B-289	57.5	65.0	7.5	0.02	1.2	1.01	0.02	0.02	-45	1715925
and	72.5	89.5	17.5	0.70	43.04	9.92	0.36	0.05
B-290	97.5	107.5	10.0	1.16	56.75	0.93	0.38	4.62	-45	1715925
B-291	68.5	76.5	8.0	0.01	0.65	0.74	0.01	0.04	-50	1715975
B-292	59.6	82.6	23.0	0.65	40.03	9.30	0.36	0.04	-45	1715950
B-294	49.5	70.5	21.0	0.61	56.43	11.79	0.45	0.05	-50	1715975
B-295	45.0	47.7	2.7	1.96	115.22	0.06	0.39	0.08	-45	1716000
and	47.7	56.5	8.8	0.42	14.60	1.54	0.01	0.02
B-296	43.75	52.0	8.25	33.17	903.45	0.03	2.09	0.02	-50	1715375
and	52.0	67.0	15.0	0.69	24.24	2.04	0.03	0.02
B-298	49.5	69.0	19.5	1.34	74.24	3.45	0.40	0.16	-50	1715375
B-299	36.0	42.0	6.0	34.86	64.47	0.0	1.01	0.01	-65	1716075
and	82.5	89.5	7.0	0.10	40.41	1.32	0.39	0.28
Primary									&n bsp;
B-284	104.5	110.5	6.0	0.63	15.25	0.60	0.01	0.58	-55	1716175
B-294	70.5	80.2	9.7	0.53	8.24	1.33	0.01	0.02	-50	1715975
B-296	79.0	81.75	2.75	0.71	7.56	1.46	0.0	0.04	-50	1715375
B-298	93.5	102.8	9.3	0.30	11.52	1.10	0.0	0.24	-50	1715375

Hole B-283 intersected both oxide and supergene copper mineralization that averaged 0.81% Cu over 4.5 meters and 1.04% Cu over 13.3meters.

As the deposit becomes more defined it has become apparent that there are a number of mineralized domains that need to be separated out. The most obvious is a significant gold bearing sulphide zone that seems to be present just below the oxide/sulphide interface. Hole B-299 which averaged 34.9g/t Au over 6.0 meters is an example of this style of mineralization. A second style of mineralization that will likely have some economic impact on the deposit is a copper only bearing zone that is usually associated with acidified rocks.  Examples of this style of mineralization include Hole B-87 that intersected 31.5 meters

averaging 1.44% Cu. It is suspected that there is a direct relationship of this mineralization type to proximal massive sulphides.

A block model based on all drilling completed to date is currently being formulated for the initial 1.2 kilometers of strike length of the Bisha structure. This will be verified by AMEC who will generate a resource calculation for the Bisha deposit over the next few months. Work required for an environmental baseline study is ongoing.

Bill Nielsen, Vice-President of Exploration for Nevsun, a qualified person under National Instrument 43-101, supervised and directed all work associated with the drilling program.

Nevsun implemented a QA/QC program, consisting of certified standards, for the drill program. The analytical methods used for gold and silver are fire assay with atomic absorption or gravimetric finish. Induced Coupled Plasma (ICP) is used for silver trace level values. The analytical methods used for the base metals are aqua-regia digestion and atomic absorption finish or ICP for trace level values. Sample preparation and analysis were conducted at ALS Chemex of Vancouver, Canada.

SEGALA DEBT PAID OUT:

Nevsun Resources Ltd. further announces that it has completed a settlement of all remaining obligations that originated with the 2002 purchase of the Segala property in Mali. The Company has issued 1,420,000 common shares to settle the final US$4,000,000 of the original US$9,000,000 purchase from Semafo Inc (SMF/TSX).

Forward Looking Statements: The above contains forward looking statements that are subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in our forward looking statements. Factors that could cause such differences include: changes in world gold markets, equity markets, costs and supply of materials relevant to the mining industry, change in government and changes to regulations affecting the mining industry. Although we believe the expectations reflected in our forward looking statements are reasonable, results may vary, and we cannot guarantee future results, levels of activity, performance or achievements.

 NEVSUN RESOURCES LTD. “Dr. John A. Clarke” Dr. John A. Clarke
President & Chief Executive Officer Nsu04-17doc For further information, Contact:
Don Halliday
Manager, Investor Relations
(604) 623-4700 or 1-888-600-2200
e-mail: dhalliday@nevsun.com Website: www.nevsun.com  

EX-99

This is the form of a material change report required under section 85(1) of the Securities Act (British Columbia) and under section 75(2) of the Securities Act (Ontario).

BC  FORM  53-901F
(Previously  Form  27)

SECURITIES  ACT

MATERIAL  CHANGE  REPORT  UNDER  SECTION  85(1)  OF  THE  SECURITIES  ACT  (BRITISH  COLUMBIA)  AND  UNDER  SECTION  75(2)  OF  THE  SECURITIES  ACT  (ONTARIO)

1.

Reporting Issuer

Nevsun Resources Ltd. (the “Company”)
Suite 800 - 1075 West Georgia Street
Vancouver, BC  V6E 3C9

2.

Date of Material Change

August 9, 2004

3.

Press Release

The press release was issued on August 9, 2004 and was disseminated by CCN Matthews, Canada Stockwatch and Market News.

4.

Summary of Material Change

Nevsun Resources Ltd. (NSU/TSX) announces second quarter financial results.

5.

Full Description of Material Change

See attached news release.

6.

Reliance on Section 85(2) of the Act

This report is not being filed on a confidential basis.

7.

Omitted Information

No information has been intentionally omitted from this form.

8.

Senior Officers

Dr. John A. Clarke
Telephone:  (604) 623-4700

9.

Statement of Senior Officer

The foregoing accurately discloses the material change referred to herein.

Dated at Vancouver, B.C., on August 9, 2004.

NEVSUN RESOURCES LTD.

Per:  “Maureen Carse”

Maureen D. Carse

Corporate Secretary

SECOND QUARTER FINANCIAL RESULTS

August 9, 2004

Nevsun Resources Ltd. (NSU/TSX) announces its second quarter results for 2004. The following is a brief summary and complete details of the June 30, 2004 quarterly financial statements and Management’s Discussion and Analysis may be found on the Nevsun web site at www.nevsun.com as well as on SEDAR at www.sedar.com.  All dollar amounts are in $US.

Working capital at June 30, 2004 was approximately $47 million, which is sufficient to meet the Company’s operating and development needs. The Company has spent $10.3 million on its resource properties in the second quarter of 2004 compared with $3.1 million in 2003, with the increase in expenditure mainly due to the commencement of construction of the Tabakoto mine in Mali.  The Company’s net loss for the three-month period was $1,012,809 or $0.02 per share compared with $484,390 in 2003.

Nevsun Resources continues to advance the development and exploration of its projects in Mali and Eritrea.

Forward Looking Statements: The above contains forward looking statements that are subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in our forward looking statements. Factors that could cause such differences include: changes in world gold markets, equity markets, costs and supply of materials relevant to the mining industry, change in government and changes to regulations affecting the mining industry. Although we believe the expectations reflected in our forward looking statements are reasonable, results may vary, and we cannot guarantee future results, levels of activity, performance or achievements.

 NEVSUN RESOURCES LTD. “Dr. John A. Clarke” Dr. John A. Clarke
President & Chief Executive Officer Nsu04-18doc For further information, Contact:
Don Halliday
Manager, Investor Relations
(604) 623-4700 or 1-888-600-2200
e-mail: dhalliday@nevsun.com Website: www.nevsun.com  

EX-99

This is the form of a material change report required under section 85(1) of the Securities Act (British Columbia) and under section 75(2) of the Securities Act (Ontario).

BC  FORM  53-901F
(Previously  Form  27)

SECURITIES  ACT

MATERIAL  CHANGE  REPORT  UNDER  SECTION  85(1)  OF  THE  SECURITIES  ACT  (BRITISH  COLUMBIA)  AND  UNDER  SECTION  75(2)  OF  THE  SECURITIES  ACT  (ONTARIO)

1.

Reporting Issuer

Nevsun Resources Ltd. (the “Company”)
Suite 800 - 1075 West Georgia Street
Vancouver, BC  V6E 3C9

2.

Date of Material Change

August 10, 2004

3.

Press Release

The press release was issued on August 10, 2004 and was disseminated by CCN Matthews, Canada Stockwatch and Market News.

4.

Summary of Material Change

Nevsun Resources Ltd. (NSU/TSX) announces the final assay results from Diamond Drill Holes B-300 to B-309 and 9 reverse circulation/diamond drill holes from its 90% owned Bisha gold volcanogenic massive sulphide project in Eritrea.

5.

Full Description of Material Change

See attached news release.

6.

Reliance on Section 85(2) of the Act

This report is not being filed on a confidential basis.

7.

Omitted Information

No information has been intentionally omitted from this form.

8.

Senior Officers

Dr. John A. Clarke
Telephone:  (604) 623-4700

9.

Statement of Senior Officer

The foregoing accurately discloses the material change referred to herein.

Dated at Vancouver, B.C., on August 11, 2004.

NEVSUN RESOURCES LTD.

Per:  “Maureen Carse”

Maureen D. Carse

Corporate Secretary

FINAL ASSAY RESULTS FROM RECENTLY COMPLETED DRILL PROGRAM AT THE BISHA GOLD/VMS DEPOSIT, ERITREA

August 10, 2004

Nevsun Resources Ltd. (NSU/TSX) wishes to announce the final assay results from Diamond Drill Holes B-300 to B-309 and 9 reverse circulation/diamond drill holes from its 90% owned Bisha gold volcanogenic massive sulphide project in Eritrea.

These results represent the final 19 drill holes of the recently completed in-fill drill program at Bisha which consisted of a total of 195 holes and 31,253 meters of drilling. An additional 15 water wells were established for a total of 768 meters. Results throughout the program continued to outline significant high grade intercepts in the gold bearing oxide, supergene copper, and primary sulphide zones of the deposit. Nevsun focused this drill program on the full delineation of the gold bearing oxide and supergene copper bearing massive sulphides over 1200 meter of strike length of the Bisha Main deposit with in-fill drilling on 25meter sections.  Significant delineation of the primary sulphides zones (containing copper and high grade zinc intersections) was also conducted.  This drilling data is in the process of being formulated into resource estimates for each zone which w ill ultimately be incorporated into a feasibility study for the Bisha Main Project. The primary zone remains open to the south, north and to depth.

HIGHLIGHTS:

Oxide Zone

• Hole B-303 intersected 43.4 meters averaging 7.16g/tAu

• Hole BRCD-037 intersected 16.7 meters averaging 8.53g/t Au

• Hole BRC-039 intersected 19.5 meters averaging 28.23g/t Au

• Hole BRCD-041 intersected 15.8 meters averaging 8.73g/t Au

Supergene Zone

• Hole B-304 intersected 7.5 meters averaging 12.94% Cu

• Hole B-308 intersected 34.5 meters averaging 4.04% Cu

• Hole B-309 intersected 15.1 meters averaging 5.17% Cu

• Hole BRCD-034 intersected 30.3 meters averaging 4.72% Cu

Primary Zone

• Hole B-301 intersected 38.5 meters averaging 8.67% Zn and 1.95% Cu

• Hole B-304 intersected 27.6 meters averaging 8.66% Zn and 1.7% Cu

• Hole B-305 intersected 28.1meters averaging 12.17% Zn and 1.07% Cu

Assay results from drill holes at the Bisha Main Zone are listed below by mineral zones: Oxide, Supergene sulphides, Primary sulphides. Zinc enriched sections have been averaged using a 2.0% lower cut-off. (See drill plan map at end of release).

Reverse Circulation Drilling Results

Hole #	From	To	Length (m)	Au g/t	Ag g/t	Cu %	Pb %	Zn %	Dip Collar	Section
Oxide
BRCD-037	12.0	28.7	16.7	8.53	74.87	0.28	1.85	0.54	-45	1715925
BRCD-038	7.5	19.5	12.0	1.63	11.88	0.07	0.26	0.08	-45	1715975
BRC-039	0.0	19.5	19.5	28.23	29.23	0.11	1.29	0.10	-45	1716050
BRC-040	37.5	42.0	4.5	3.04	6.0	0.06	0.07	0.12	-50	1716100
BRCD-041	28.5	44.3	15.8	8.73	27.01	0.07	0.09	0.07	-50	1716125
BRCD-042	16.5	34.7	18.2	1.89	4.22	0.16	0.45	0.20	-45	1715525
Supergene
BRCD-033	62.0	72.1	10.1	1.70	65.89	9.00	0.06	0.07	-50	1715825
BRCD-034	56.0	86.3	30.3	0.28	26.33	4.72	0.23	0.04	-50	1715825
BRCD-037	54.0	61.9	7.9	0.01	0.50	2.06	0.0	0.02	-45	1715925
BRCD-042	55.1	59.59	4.49	0.02	0.50	1.02	0.0	0.01	-50	1716100

Diamond Drilling results:

Hole #	From	To	Length (m)	Au g/t	Ag g/t	Cu %	Pb %	Zn %	Dip Collar	Section
Oxide
B-300	12.0	15.0	3.0	0.01	3.25	1.60	0.03	0.13	-45	1715325
And	30.0	45.0	15.0	3.42	9.05	0.06	0.37	0.05
B-302	18.0	22.5	4.5	2.52	7.67	0.06	0.12	0.05	-45	1716075
B-303	2.6	46.0	43.4	7.16	26.85	0.15	0.86	0.09	-50	1716100
And	47.4	51.0	3.6	1.45	36.17	0.01	0.24	0.0
Supergene
B-300	45.0	55.0	10.0	3.15	109.91	3.10	3.59	0.01	-45	1715325
B-301	55.5	60.0	4.5	0.67	81.96	21.58	0.37	0.25	-45	1715325
B-303	49.0	79.0	30.0	0.72	22.5	2.60	0.03	0.03	-50	1716100
And	82.0	95.5	13.5	0.36	7.89	0.76	0.02	0.02
B-304	61.0	68.5	7.5	0.41	44.2	12.94	0.27	0.34	-45	1715275
B-306	51.0	77.4	26.4	0.54	29.0	3.72	0.07	0.02	-45	1715425
And	80.5	83.5	3.0	0.24	29.5	1.54	0.0	0.03
B-308	47.9	55.5	7.6	2.71	121.44	0.04	0.41	0.09	-45	1715475
And	55.5	90.0	34.5	0.56	39.90	4.04	0.17	0.06
B-309	39.0	50.4	11.4	3.22	91.54	0.01	1.213	0.01	-45	1715325
And	50.4	65.5	15.1	0.81	47.23	5.17	0.08	0.03
Primary

B-301	60.0	98.5	38.5	0.71	68.42	1.95	0.46	8.67	-45	1715325
Incl.	60.0	88.0	28.0	0.88	81.62	2.20	0.63	11.56
B-304	68.5	96.10	27.6	0.69	66.36	1.70	0.37	8.66	-45	1715275
B-305	73.6	101.7	28.1	0.69	74.89	1.07	0.65	12.17	-50	1715225
B-307	143.8	163.7	19.9	0.54	56.47	0.87	0.01	13.25	-50	1715425
And	163.7	173.5	9.8	0.38	36.61	1.66	0.01	0.29

Holes with the designation BRC were drilled by reverse circulation methods only. Holes with the designation BRCD were collared with reverse circulation techniques and finished with diamond drilling once the RC hammer could not penetrate further. Reverse circulation holes BRC 35 and 36 were previously released on July 8, 2004.

The cartoon below outlines the essential characteristics and spacial relationships of the high grade gold, high grade copper, and high grade zinc bearing zones for the Bisha Main deposit. The high grade gold oxide zones extend from the surface to approximately 35meters depth. The high grade copper supergene zones lie immediately below the oxide zone and are approximately 30meters in depth (extending from the 35 meters level to approximately 65 meters). Immediately below the supergene zones the Bisha deposit contains copper and wide high grade zinc intercepts within the primary massive sulphides.  The primary sulphides have been tested along the 1.2 kilometers strike of the Bisha Main deposit to varying depths in the drilling to date (up to 375 meters depth in the vicinity of line 1715500 in the southern portion of the Bisha Main deposit).

With the assistance of whole rock geochemical analysis the overall geological interpretation of the deposit environment is evolving. A significantly better understanding of the overall emplacement and

subsequent structural deformation of the massive sulphide mineralization has resulted. This has enabled the Company to formulate a realistic geological model upon which the resource model is based. Future drilling, starting in October, will test the revised deposit model to determine the overall size and extent of the deposit. Additional drilling will also test the previously discovered NW Zone as well as other exploration targets.

 A block model based on all drilling completed to date has been formulated for the initial 1.2 kilometers of strike length of the Bisha structure. This will be verified by AMEC who will generate a resource estimatefor the Bisha deposit for completion in mid to late September.  Work required for an environmental baseline study is ongoing.

Bill Nielsen, Vice-President of Exploration for Nevsun, a qualified person under National Instrument 43-101, supervised and directed all work associated with the drilling program.

Nevsun implemented a QA/QC program, consisting of certified standards, for the drill program. The analytical methods used for gold and silver are fire assay with atomic absorption or gravimetric finish. Induced Coupled Plasma (ICP) is used for silver trace level values. The analytical methods used for the base metals are aqua-regia digestion and atomic absorption finish or ICP for trace level values. Sample preparation and analysis were conducted at ALS Chemex of Vancouver, Canada.

Forward Looking Statements: The above contains forward looking statements that are subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in our forward looking statements. Factors that could cause such differences include: changes in world gold markets, equity markets, costs and supply of materials relevant to the mining industry, change in government and changes to regulations affecting the mining industry. Although we believe the expectations reflected in our forward looking statements are reasonable, results may vary, and we cannot guarantee future results, levels of activity, performance or achievements.

 NEVSUN RESOURCES LTD. “John A. Clarke” Dr. John A. Clarke
President & Chief Executive Officer Nsu04-19doc For further information, Contact:
Don Halliday
Manager, Investor Relations
(604) 623-4700 or 1-888-600-2200
e-mail: dhalliday@nevsun.com Website: www.nevsun.com  

EX-99

This is the form of a material change report required under section 85(1) of the Securities Act (British Columbia) and under section 75(2) of the Securities Act (Ontario).

BC  FORM  53-901F
(Previously  Form  27)

SECURITIES  ACT

MATERIAL  CHANGE  REPORT  UNDER  SECTION  85(1)  OF  THE  SECURITIES  ACT  (BRITISH  COLUMBIA)  AND  UNDER  SECTION  75(2)  OF  THE  SECURITIES  ACT  (ONTARIO)

1.

Reporting Issuer

Nevsun Resources Ltd. (the “Company”)
Suite 800 - 1075 West Georgia Street
Vancouver, BC  V6E 3C9

2.

Date of Material Change

September 3, 2004 & September 7, 2004

3.

Press Release

The press releases were issued on September 3, 2004 and September 7, 2004 and were disseminated by CCN Matthews, Canada Stockwatch and Market News.

4.

Summary of Material Change

Sept. 3 - Nevsun Resources Ltd. (NSU/TSX), Sanu Resources Ltd. (SNU/TSXV) and Sunridge Gold Corp. (SGC/TSXV) jointly announce that they have today each received a letter dated September 2, 2004 from the Minister of Energy and Mines for  Eritrea instructing the companies to halt all mineral prospecting and exploration work and related activities in Eritrea until further notice.  No reason was given for this instruction in the letter.

Sept. 7 – The above mentioned companies have complied with this directive and are seeking clarification with the Ministry of Energy and Mines and with the Eritrea Government.

5.

Full Description of Material Change

See attached news releases.

6.

Reliance on Section 85(2) of the Act

This report is not being filed on a confidential basis.

7.

Omitted Information

No information has been intentionally omitted from this form.

8.

Senior Officers

Dr. John A. Clarke
Telephone:  (604) 623-4700

9.

Statement of Senior Officer

The foregoing accurately discloses the material change referred to herein.

Dated at Vancouver, B.C., on September 7, 2004.

NEVSUN RESOURCES LTD.

Per:  “Maureen Carse”

Maureen D. Carse

Corporate Secretary

NEVSUN RESOURCES LTD.

SANU RESOURCES LTD.

SUNRIDGE GOLD CORP.

Instruction From Eritrean Government

September 3, 2004

Nevsun Resources Ltd. (NSU/TSX), Sanu Resources Ltd. (SNU/TSXV) and Sunridge Gold Corp. (SGC/TSXV) jointly announce that they have today each received a letter dated September 2, 2004 from the Minister of Energy and Mines for  Eritrea instructing the companies to halt all mineral prospecting and exploration work and related activities in Eritrea until further notice.  No reason was given for this instruction in the letter.

The companies have sought further clarification and will provide further information as it becomes available.

NEVSUN RESOURCES LTD. “John A. Clarke” Dr. John A. Clarke President & Chief Executive Officer	For further information, Contact: Don Halliday Manager, Investor Relations (604) 623-4700 or 1-888-600-2200 e-mail: dhalliday@nevsun.com
SANU RESOURCES LTD. “Michael D. Winn” Michael D. Winn President & Chief Executive Officer	For further information, Contact: Michael D. Winn (949) 494-6431
SUNRIDGE GOLD CORP. “Michael Hopley” Michael Hopley President & Chief Executive Officer	For further information, Contact: Michael Hopley (604) 688-9478

Neither the TSX nor the TSX Venture Exchange have reviewed and they do not accept responsibility for the adequacy or accuracy of this release.

NEVSUN RESOURCES LTD.

SANU RESOURCES LTD.

SUNRIDGE GOLD CORP.

September 7, 2004

UPDATE TO DIRECTIVE BY THE GOVERNMENT OF ERITREA TO HALT EXPLORATION WORK

On Friday the 3^rd of September, Sanu Resources Ltd. (“SNU-TSXV”), Nevsun Resources Ltd (NSU-TSX), and Sunridge Gold Corp. (SGC-TSXV) announced that the Government of Eritrea had directed that they halt all mineral prospecting and exploration work and related activities in Eritrea until further notice.

Sanu, Nevsun, and Sunridge, with its joint venture partner Sub-Sahara Resources NL., have complied with this directive.

Since Friday, September 3, 2004, the country managers of the above companies have collectively sought clarification of the reasons behind this action from the Government of Eritrea and the Ministry of Energy and Mines. In addition, over the weekend two directors of Sanu, Michael Winn and Demetrius Pohl arrived in Asmara to assist the country managers.

The companies have been in contact with the Department of Mines and have held meetings with the Minister of Energy and Mines. The companies hope that they will have further clarification with respect to this directive within the next few days. The respective country managers and representatives are doing everything they can in Eritrea with all levels of Government to obtain an understanding of the issues at hand.

NEVSUN RESOURCES LTD. “John A. Clarke” Dr. John A. Clarke President & Chief Executive Officer	For further information, Contact: Don Halliday Manager, Investor Relations (604) 623-4700 or 1-888-600-2200 e-mail: dhalliday@nevsun.com
SANU RESOURCES LTD. “Michael D. Winn” Michael D. Winn President & Chief Executive Officer	For further information, Contact: Michael D. Winn (949) 494-6431
SUNRIDGE GOLD CORP. “Michael Hopley” Michael Hopley President & Chief Executive Officer	For further information, Contact: Michael Hopley (604) 688-9478

Neither the TSX nor the TSX Venture Exchange have reviewed and they do not accept responsibility for the adequacy or accuracy of this release.

EX-99

Form 51-102F3

Material Change Report

CONTENT OF MATERIAL CHANGE REPORT

Item 1

Name and Address of Company

Nevsun Resources Ltd. (the “Company”)

Suite 800 – 1075 West Georgia Street

Vancouver, BC  V6E 3C9

Item 2

Date of Material Change

September 9, 2004

Item 3

News Release

The press release was issued on September 9, 2004 and was disseminated by CCN Matthews, Canada Stockwatch and Market

News.

Item 4

Summary of Material Change

Sept. 9 - Nevsun Resources Ltd. (NSU/TSX) announces that As of today, there is no further explanation for the actions of the Eritrean Government.  Nevsun will continue to comply with their directive while management works diligently to obtain an understanding and resolution of the issues at hand.  Mr. John Clarke, President and Chief Executive Officer of Nevsun Resources Ltd., is currently in Eritrea in an effort to reach a resolution as soon as possible.

Item 5

Full Description of Material Change

See attached news release.

Item 6

Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

This report is not being filed on a confidential basis.

Item 7

Omitted Information

No information has been intentionally omitted from this form.

Item 8

Executive Officer

Dr. John A. Clarke

Telephone:  (604) 623-4700

Item 9

Date of Report

September 9, 2004

NEVSUN RESOURCES LTD.

Per: “Maureen Carse”

                   Maureen D. Carse

       Corporate Secretary

2

N   E   W   S       R   E   L   E   A   S   E

UPDATE ON THE AFFAIRS IN ERITREA

September 9, 2004

Nevsun Resources Ltd. (NSU/TSX) would like to announce that due to the high level of interest and concern regarding the recent directive by the Government of Eritrea to halt all exploration work, Management of Nevsun is issuing an update.  

As of today, there is no further explanation for the actions of the Eritrean Government.  Nevsun will continue to comply with their directive while management works diligently to obtain an understanding and resolution of the issues at hand.  Mr. John Clarke, President and Chief Executive Officer of Nevsun Resources Ltd., is currently in Eritrea in an effort to reach a resolution as soon as possible.

Management has no comment on rumors or speculation circulating in the marketplace as any comment would be conjecture.  We fully recognize the value of your concerns and will provide further information as it becomes available.

Forward Looking Statements:  The above contains forward looking statements that are subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in our forward looking statements.  Factors that could case such differences include:  changes in world gold markets, equity markets, costs and supply of materials relevant to the mining industry, change in government and changes to regulations affecting the mining industry.  Although we believe the expectations reflected in our forward looking statements are reasonable, results may vary, and we cannot guarantee future results, levels of activity, performance or achievements.

NEVSUN RESOURCES LTD.

For further information, Contact:

Don Halliday

“John A. Clarke”

Manager, Investor Relations

(604) 623-4700 or 1-888-600-2200

Dr. John A. Clarke

email:  dhalliday@nevsun.com

President & Chief Executive Officer

Nsu04-22.doc

Website:  www.nevsun.com

3

EX-99

Form 51-102F3

Material Change Report

CONTENT OF MATERIAL CHANGE REPORT

Item 1

Name and Address of Company

Nevsun Resources Ltd. (the “Company”)

Suite 800 – 1075 West Georgia Street

Vancouver, BC  V6E 3C9

Item 2

Date of Material Change

September 21, 2004

Item 3

News Release

The press release was issued on September 21, 2004 and was disseminated by CCN Matthews, Canada Stockwatch and Market

News.

Item 4

Summary of Material Change

Nevsun Resources Ltd., (NSU/TSX) would like to announce that Mr. John Clarke, President and Chief Executive Officer of Nevsun Resources Ltd., was in Asmara, Eritrea from September 8th to September 16th in an effort to get a better understanding of the directive by the Government of Eritrea to halt all exploration work. In Asmara he met with the Minister of Mines and Energy and senior officials in the Department of Mines. The Government has not provided any clarification of their directive. Nevsun will continue to comply with the Government directive.

Item 5

Full Description of Material Change

See attached news release.

Item 6

Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

This report is not being filed on a confidential basis.

Item 7

Omitted Information

No information has been intentionally omitted from this form.

Item 8

Executive Officer

Dr. John A. Clarke

Telephone:  (604) 623-4700

Item 9

Date of Report

September 21, 2004

NEVSUN RESOURCES LTD.

Per: _"Maureen Carse"_______

                   Maureen D. Carse

       Corporate Secretary

2

N   E   W   S       R   E   L   E   A   S   E

UPDATE ON THE AFFAIRS IN ERITREA

September 21, 2004

Nevsun Resources Ltd., (NSU/TSX) would like to announce that Mr. John Clarke, President and Chief Executive Officer of Nevsun Resources Ltd., was in Asmara, Eritrea from September 8th to September 16th in an effort to get a better understanding of the directive by the Government of Eritrea to halt all exploration work. In Asmara he met with the Minister of Mines and Energy and senior officials in the Department of Mines. The Government has not provided any clarification of their directive. Nevsun will continue to comply with the Government directive.

Management has no comment on rumours and speculation circulating in the marketplace as any comment would be conjecture. We fully recognize the value of shareholder concerns and will provide further factual information as it becomes available.

On Eritrea related matters, work outside of the country is continuing on the completion of the independent resource estimate for the Bisha Project by the end of September. The Company is planning for the advancement of this project to commercial production.

A third diamond drill rig is currently in transit to Eritrea. Once an announcement is received from the Government granting permission to recommence exploration activities, the first priority of the planned drill program will be geotechnical drilling and sampling for metallurgical testing in connection with a feasibility study for the Bisha Main Project. Exploration work at Bisha and Nevsun's other properties in Eritrea will also continue.

Forward Looking Statements:  The above contains forward looking statements that are subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in our forward looking statements.  Factors that could case such differences include:  changes in world gold markets, equity markets, costs and supply of materials relevant to the mining industry, change in government and changes to regulations affecting the mining industry.  Although we believe the expectations reflected in our forward looking statements are reasonable, results may vary, and we cannot guarantee future results, levels of activity, performance or achievements.

NEVSUN RESOURCES LTD.

For further information, Contact:

Don Halliday

“John A. Clarke”

Manager, Investor Relations

(604) 623-4700 or 1-888-600-2200

Dr. John A. Clarke

email:  dhalliday@nevsun.com

President & Chief Executive Officer

Nsu04-23.doc

Website:  www.nevsun.com

3

EX-99

Form 51-102F3

Material Change Report

CONTENT OF MATERIAL CHANGE REPORT

Item 1

Name and Address of Company

Nevsun Resources Ltd. (the “Company”)

Suite 800 – 1075 West Georgia Street

Vancouver, BC  V6E 3C9

Item 2

Date of Material Change

October 19, 2004

Item 3

News Release

The press release was issued on October 19, 2004 and was disseminated by CCN Matthews, Canada Stockwatch and Market

News.

Item 4

Summary of Material Change

The Company announced an independent resource estimate from the Bisha volcanogenic massive sulphide deposit in Eritrea.  This estimate is based on 310 diamond and 42 reverse circulation drill holes covering a strike length of 1,200 metres and to depths varying from surface to 375 metres.

Item 5

Full Description of Material Change

See attached news release.

Item 6

Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

This report is not being filed on a confidential basis.

Item 7

Omitted Information

No information has been intentionally omitted from this form.

Item 8

Executive Officer

Dr. John A. Clarke

Telephone:  (604) 623-4700

Item 9

Date of Report

October 19, 2004

NEVSUN RESOURCES LTD.

Per: __"Maureen Carse"______

                   Maureen D. Carse

       Corporate Secretary

N   E   W   S       R   E   L   E   A   S   E

INDEPENDENT RESOURCE ESTIMATE CONFIRMS

 LARGE TONNAGE, HIGH-GRADE VMS DEPOSIT AT

 BISHA PROJECT, ERITREA

October 18, 2004

Nevsun Resources Ltd. (NSU/TSX) is pleased to announce an independent resource estimate from the Bisha volcanogenic massive sulphide deposit in Eritrea. This estimate is based on 310 diamond and 42 reverse circulation drill holes covering a strike length of 1,200 metres and to depths varying from surface to 375 metres.

This resource estimate was completed by AMEC, a major international engineering services company, and complies with National Instrument 43-101 requirements.

The Bisha Main VMS Deposit has three distinct zones, the oxide gold zone, supergene copper zone and the primary sulphide zones. (See diagram in this release.) The Indicated resource estimate for the surface oxide gold zone is 4.984 million tonnes averaging 6.51 g/t Au (using a 0.5 g/t Au cut-off grade) for a total of 1.04 million ounces of gold. The Indicated resource for the supergene copper zone totals 7.645 million tonnes averaging 3.47% Cu (using a 0.5 % Cu cut-off grade) for a total of 585 million pounds of copper. The primary sulphide zone is comprised of a primary zone (described later and in the tables) and a zinc-rich zone containing an Indicated  resource of 8.413 million tonnes grading 9.04 % Zn totaling 1.68 billion pounds of zinc and 1.12% Cu totaling 207.7 million pounds of copper (using a 2.0 % Zn cut-off grade).

	Cut-off	Tonnes (000’s)	Au g/t	Ag g/t	Cu %	Zn %
Indicated
Oxides	0.5g/t Au	4,984.1	6.51	30.00	0.10	0.08
Supergene Cu	0.5% Cu	7,644.8	0.46	35.56	3.47	0.87
Primary	2.0% Zn	1,711.5	0.74	29.59	0.97	3.07
Primary Zn	2.0% Zn	8,413.3	0.76	58.27	1.12	9.04
Total tonnes		22,753.7

Inferred
Oxides	0.5g/t Au	122.0	3.34	18.20	0.12	0.07
Supergene Cu	0.5% Cu	185.6	0.09	30.14	3.26	1.04
Primary	2.0% Zn	392.0	0.75	35.20	1.24	3.03
Primary Zn	2.0% Zn	5,150.9	0.70	59.67	0.84	8.28
Total tonnes		5,850.0

In addition there is an inferred resource totaling a further 5.85 million tonnes of oxide, supergene and primary resource as outlined in the table above.

2

Details of the Indicated and Inferred resources at various cut-off grades for the individual zones are listed below.

Oxide Zone using gold cut-off grades of  0.5 g/t and 1.0 g/t

* see below for a detailed description of individual rock types

Indicated	Cut-off Au g/t	Tonnes (000’s)	Au g/t	Ag g/t	Cu %	Zn %	Contained Au Millions Oz
Fe Oxide	0.5	3,653.4	6.65	20.32	0.10	0.08	0.781
Acidified	0.5	709.6	8.35	108.05	0.09	0.03	0.190
Breccia	0.5	621.1	3.62	9.39	0.09	0.07	0.072
Total		4,984.1					1.043
Fe Oxide	1.0	3,469.5	6.97	20.79	0.10	0.08	0.778
Acidified	1.0	683.7	8.63	109.88	0.10	0.03	0.189
Breccia	1.0	519.1	4.19	10.65	0.09	0.07	0.069
Total		4,672.3					1.036

Supergene Copper Zone using a range of cut-off grades

	Cut-off % Cu	Tonnes (000’s)	Cu %	Au g/t	Ag g/t	Zn %	Contained Cu millions lbs
Indicated	0.25	8,105.2	3.30	0.44	34.52	0.86	589
Indicated	0.5	7,644.8	3.47	0.46	35.56	0.87	585
Indicated	1.0	6,453.1	3.97	0.50	38.69	0.91	564

Primary Sulphide Zone

The primary sulphides were broken down into two components, a primary zone and a primary Zn enriched zone.

Zone	Cut-off Zn %	Tonnes (000’s)	Zn %	Contained Zn Millions lb	Cu %	Contained Cu Millions lb	Au g/t	Ag g/t
Indicated
Primary	2.0	1,711.5	3.07	115	0.97	37	0.74	29.59
Primary Zn	2.0	8,413.3	9.04	1,680	1.12	207.7	0.76	58.27
Inferred
Primary	2.0	392.0	3.03		1.24		0.75	35.20
Primary Zn	2.0	5,150.9	8.28		0.84		0.70	59.67

Estimation Methodology

This resource model was created using industry standard methodologies conforming to the requirements set out in National Instrument 43-101.  The blocks grades were estimated within domains based on interpretation of geological parameters logged in drill holes.  A sectional spacing of 25 metres was used for the basic interpretations.  The sectional interpretations were subsequently rationalized in plan.  Solid (wireframe) models were created from these and became the basis for coding the block model.  Grades were estimated using Ordinary Kriging utilizing two passes and search neighborhoods conforming to the geological trend.  Capping of extreme grades was used to remove metal at risk as derived from analyses of the assay distributions.  

3

Calibrated in the Indicated blocks of the model, approximately 7.5% of the Au, 2.5% of the Zn, 13.5% of the Ag and 3.6% of the Cu was removed by the capping process.  Bulk density was estimated by averaging the measurements from within the modeled mineralization zones.  AMEC used the following bulk density values for the resource estimation.

Rock type	Bulk Density (g/cm3)
Breccia	2.21
Fe oxide	3.32
Acidified	2.08
Supergene Cu	4.15
Primary Cu	4.39
Primary Zn	4.43

Variography and confidence limits analyses for grade estimation were used in conjunction with confidence in geological modeling and database integrity to develop resource classification criteria.  Indicated resources were defined by a nominal 25 metre spaced drill sampling grid.  Inferred resources were defined to be the remainder of the material within 50 metres of drilling.  Both the Indicated and Inferred material were restricted to the geologically interpreted mineralization domains.

The Bisha QA/QC program used to monitor the accuracy of the assay database was reviewed and verified by AMEC’s Qualified Person, Douglas Reddy, P.Geo.  Mr. Reddy made a site visit to the Bisha Property in May 2004. Geological modeling was completed by Nevsun and AMEC.  Resource modeling was carried out using Vulcan 3D Software by Maptek Pty Limited by Ken Brisebois, P.Eng. also of AMEC and the QP for the resource model. The geological model was formulated by Nevsun under the supervision of Bill Nielsen, P.Geo. Nevsun’s V.P. of Exploration.

Additional resource potential and future work

Not included in the above resource tabulations are areas of additional resource potential. A stringer sulphide zone located in the footwall of the primary sulphide zone contains significant base and precious metal values. Another wide-spread zone of mineralization consisting of disseminated copper sulphides in oxidized rocks has also been identified predominantly to the west of the Bisha Main Deposit. Holes such as B-111 that encountered 39 metres grading 1.08% Cu and B-87 that intersected 31.5 metres assaying 1.44% Cu are examples of this disseminated style of mineralization.

Nevsun has been under a stop work order from the Government of Eritrea since early September of this year. The Company looks forward to returning to work in order to advance the property to a final feasibility study once permission is given to restart the program. Initial metallurgical work has been completed, a baseline environmental study has been completed, hydrological studies have commenced and geotechnical work has commenced.

When work proceeds, a minor amount of drilling will be completed to infill near surface resources at the Bisha Main Deposit. This will involve approximately 1,500 metres of drilling. Some closer spaced drilling on sections 12.5 metres apart, involving about 4,000 meters of

drilling, will also be completed in upcoming programs to supply a level of confidence to advance a significant portion of the resources into the Measured category.

4

Deeper drilling on the Bisha Main Zone will be completed to determine the overall extent of this major VMS deposit.

Nevsun also intends to drill off the NW Zone to a level that will allow the Company to determine the full potential of this deposit. Drilling of prime exploration targets such as Harena, located 9 km to the southwest of the Bisha Main Deposit, is also planned.

Drilling large diameter core (PQ) for metallurgical samples and geotechnical assessment of proposed pit walls are prime objectives of the next phase of drilling. Both are required to advance the project towards a feasibility study.

The Bisha Main Deposit remains open to the north and south as well as to depth. Additional drilling is required to define mineralization in these areas. At the south end of the deposit the massive sulphides plunge off steeply but significant widths of mineralization containing appreciable zinc values are present at depth.

5

Nevsun Resources Ltd. is also developing its gold project in Mali. The Tabakoto Project in Mali is currently under construction with gold production scheduled for commencement in mid-2005. Nevsun is well funded to complete mine construction and further exploration of its projects.

Definitions:

Fe oxide        - vuggy, hematite enriched unit. Formerly a massive sulphide with sulphides altered to oxides

Acidified        - highly acidified rock composed largely of silica and clay minerals, very porous

Breccia          - mixture of angular fragments of iron oxide, quartz and country rock cemented in a finer grained matrix.

6

Forward Looking Statements: The above contains forward looking statements that are subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in our forward looking statements. Factors that could cause such differences include: changes in world metal markets, equity markets, costs and supply of materials relevant to the mining industry, change in government and changes to regulations affecting the mining industry. Although we believe the expectations reflected in our forward looking statements are reasonable, results may vary, and we cannot guarantee future results, levels of activity, performance or achievements.

 NEVSUN RESOURCES LTD. “Dr. John A. Clarke”  Dr. John A. Clarke
President & Chief Executive Officer Nsu04-24doc For further information, Contact:
Don Halliday
Manager, Investor Relations
(604) 623-4700 or 1-888-600-2200
e-mail: dhalliday@nevsun.com Website: www.nevsun.com  

7

EX-99

MANAGEMENT’S DISCUSSION & ANALYSIS – SECOND QUARTER 2004

General

The Company’s operations consist of the exploration and development of mineral properties in Mali, West Africa and Eritrea, Northeast Africa. The Company is in the transition phase of moving from an explorer to a producer and is building its first operating gold mine at its Tabakoto property in Mali. Production is targeted for mid 2005. In Eritrea the Company has successfully advanced its exploration programs to identify significant gold and base metal deposits.  An independent resource estimate is expected in September 2004 and this resource estimate should trigger the commencement of a feasibility study to be completed during 2005.

The Company’s mission statement outlines the plan to “maximize asset growth through the successful acquisition, exploration and development to production of selected gold and base metal properties in Africa.” This mission statement focuses the Company’s current strategy to develop a portfolio of successful mining operations. In the immediate short term the corporate focus is on those properties already within the Company’s property folio. The Company has structured its acquisition and exploration efforts to date to provide growth opportunities around its key exploration and development targets

 In Mali, the Tabakoto Mine is being developed within a combined 83 sq km land package that not only contains the Tabakoto deposit but also contains the Segala deposit as well as a number of prime gold exploration targets. The Segala deposit and the exploration targets provide production growth opportunities for the Company following the planned production start at Tabakoto.

In Eritrea, the high-grade gold, copper and zinc mineralization discovered by the Company at its Bisha property provides a nucleus for future project growth. The VMS (volcanogenic massive sulfide) Bisha Main discovery lies within a regional property portfolio that contains additional VMS targets. Elsewhere in Eritrea the Company has also defined drill ready targets on its AK and Augaro properties for further regional gold exploration.

The following discussion of performance, financial condition and future prospects should be read in conjunction with the interim consolidated financial statements of the Company and notes thereto for the second quarter ended June 30, 2004. This discussion covers the last completed quarter and the subsequent period up to the date of the filing of this MD&A.  All dollar amounts are stated in United States dollars.

Overview of Performance

The Company’s total assets of approximately $115 million have remained virtually unchanged since December 31, 2003. Working capital of $47 million at June 30, 2004 has declined by $12.7 million since December 31, 2003 largely as a result of expenditures on the Company’s projects in Mali and Eritrea.  The loss for the second quarter was $1,012,809 (2003 - $484,390) and for year to date was $1,906,582 (2003 - $606,302); net cash operating outflow was $509,856 for the quarter, $554,556 year to date.

2

Results of Operations

Cash expenditures on mineral properties during Q2 2004 increased to $10.4 million from $3.1 million in Q2 2003 largely as a result of development activity on Tabakoto in Mali ($8.4 million) and the efforts in Eritrea to further explore the Bisha property discovery ($2.4 million). Cash recoveries of $0.4 million were received in the quarter against the Ghana properties.

During the second quarter Nevsun announced its commencement to build the Tabakoto mine in Mali and fund the construction from existing working capital. Production is planned for mid 2005. Ground has been broken, foundations for camp facilities have been poured, equipment has been mobilized and infrastructure is well underway. To June 30, 2004 the Company has incurred approximately $8 million of the $40 million capital costs to bring Tabakoto into production. The expenditure for the remaining development is planned at a rate of approximately $3 million per month over the next 10 months. During the first six months of 2004 the Company’s contracted engineers have completed the detailed design, principal contracts have been negotiated, including the construction contract, mining contract, fuel supply, power generation, catering and others. Included in the capitalized Tabakoto administration and legal costs are amounts a ssociated with the drafting, preparation and negotiation of principal project related agreements for the development of the Tabakoto mine, including draft construction, power and mining contracts and dealings with potential financiers.

The exploration program expenditures on the Bisha property in Eritrea increased to approximately $5 million year to date in 2004 from $2.2 million for the same period in 2003. Note 2 to the June 30 interim financial statements provides a breakdown of the various costs incurred. In the first six months of 2004 exploration drilling totaled 31,400 meters, which brings total drilling by the Company on the property to 51,225 meters (diamond – 48,825 meters; reverse circulation – 2,400 meters). As a result of significant assay data obtained during all programs in the past year and a half, the Company has engaged an independent engineering firm to prepare a resource estimate for the Bisha, the results of which are expected to be available in September 2004. As part of the preparation for a future feasibility study on the Bisha Main deposit, the Company has also commenced baseline water and environmental work. Further exploration programs are scheduled to commence in the October on drill targets on the Company’s Bisha and AK properties.

The loss from operations of $1,906,582 for the six months ended June 30, 2004 is most dramatically affected by the non-cash charge of $1,339,494 for stock-based compensation as a result of implementing the recommendations of the Canadian Institute of Chartered Accountants for employee stock-based compensation. These recommendations were first implemented for the 2003 annual financial statements and continue to have significant effect on measured results of operations. These charges are particularly high due to the assumptions required in the Black-Scholes valuation model that is impacted by the Company’s stock price volatility over the past five years. The statement of operations also demonstrates some increases in overheads over the same period in 2003, including particularly increased remuneration and office costs. Remuneration costs increased due to increased staffing and compensation and office costs increased d ue to a combination of higher rent and investment funds management. Investor relations and travel costs have also increased due to increased corporate activity in connection with Eritrea and Mali. In the second quarter, in keeping with its policy to carry investments at the lower of cost or market, the Company wrote down its short-term investment portfolio.

Overheads for the remainder of 2004 are expected to remain at similar levels.  

3

Summary of Quarterly Results

Selected consolidated financial information for the most recent eight quarters (unaudited):

			2004 2nd		2004 1st		2003 4th		2003 3rd
(a)	Revenue	$	-	$	-	$	-	$	-
(b)	Net loss	$	(1,012,809)	$	(893,773)	$	(830,110)	$	(562,068)
(c)	Per share loss (basic & fully diluted)	$	(0.02)	$	(0.01)	$	(0.01)	$	(0.01)
			2003 2nd		2003 1st		2002 4th		2002 3rd
(a)	Revenue	$	-	$	-	$	-	$	-
(b)	Net loss	$	(484,390)	$	(121,912)	$	(719,196)	$	(455,304)
(c)	Per share loss (basic & fully diluted)	$	(0.01)	$	0.00	$	(0.01)	$	(0.01)

The 2003 quarterly results have been re-stated for the change in accounting during 2003 for stock-based compensation, as referenced in the discussion of Results of Operations above and more completely explained in the notes to the annual consolidated financial statements.

Variations in the loss for the most recent eight quarters reflect the impact of a combination of three main factors:

(1) stock-based compensation in Q2/2004 $496,113, Q1/2004 $843,381, Q4/2003 $422,140, Q3/2003 $382,617, Q2/2003 $364,038, Q1/2003 $201,339;

(2) asset write-down in Q4/2002 was $647,083 and

(3) foreign currency gains and losses were Q2/2004 $1,131 loss, Q1/2004 $6,062 loss and  Q1/2003 $351,394 gain, Q3/2002 $344,550 loss.

Liquidity and Capital Resources

The Company’s working capital at June 30, 2004 of $47 million is sufficient to fund the remaining development of the Tabakoto project, planned exploration activity as well as the Company’s overheads for the foreseeable future.

The Company maintains its investment portfolio in US$ denominated low risk liquid securities, under independent professional management.

Nevsun has been successful in accessing the equity market in the past year and, while there is no guarantee that this will continue to be available, management has no reason to expect that this capability will diminish in the near term.

Long-term debt repayment obligations:

Subsequent to June 30 the remaining long-term debt obligations, originally incurred in connection with the 2002 Segala acquisition, were settled in full by the issuance of common shares.

In addition to what has already been spent to date on the Tabakoto project in Mali, the Company’s planned development is expected to require up to $32 million of the Company’s existing funds to reach the target of being in production in mid 2005. The exploration programs in for the remainder of 2004 are anticipated to be in the order of $5 million.

4

Critical Accounting Estimates

Critical accounting estimates used in the preparation of the financial statements include the Company’s estimate of recoverable value on its mineral properties as well as the value of stock-based compensation. Both of these estimates involve considerable judgment and are, or could be, affected by significant factors that are out of the Company’s control.

The factors affecting stock-based compensation include estimates of when stock options might be exercised and the stock price volatility. The timing for exercise of options is out of the Company’s control and will depend, among other things, upon a variety of factors including the market value of Company shares and financial objectives of the holders of the options. The Company has used historical data to determine volatility in accordance with Black-Scholes modeling, however the future volatility is inherently uncertain and the model has its limitations. While these estimates can have a material impact on the stock-based compensation expense and hence results of operations, there is no impact on the Company’s financial condition.

The Company’s recorded value of its mineral properties is in all cases, except for the Ghana properties that have been written down in past years, based on historical costs that expect to be recovered in the future. The Company’s recoverability evaluation is based on market conditions for minerals, underlying mineral resources associated with the properties and future costs that may be required for ultimate realization through mining operations or by sale.  The Company is in an industry that is exposed to a number of risks and uncertainties, including exploration risk, development risk, commodity price risk, operating risk, ownership and political risk, funding and currency risk, as well as environmental risk. Bearing these risks in mind, the Company has assumed recent world commodity prices will be achievable, as will costs used in studies for potential construction and mining operations. The Company has relied on very preliminary potential resource estimates on properties in Eritrea as well as reserve reports by independent engineers for the Mali properties. All of these assumptions are potentially subject to significant change, out of the Company’s control, however such changes are not determinable. Accordingly, there is always the potential for a material adjustment to the value assigned to mineral properties.

Change in Accounting Policy

There have been no changes in accounting policies since the Company’s most recent year end.  The only change in accounting policy during 2003 related to the accounting for stock-based compensation, the impact of which has been explained in the 2003 annual financial statements and in the comments above. The comparative figures for the 2003 quarterly results have been restated from previously published results to accommodate the change.

Use of Financial Instruments

The Company has not entered into any specialized financial agreements to minimize its investment risk, currency risk or commodity risk. There are no off-balance sheet arrangements. The principal financial instruments affecting the Company’s financial condition and results of operations is currently its cash and short-term investment portfolio, a very large part of which was acquired in a private placement that closed in mid December 2003. To minimize risk the funds are diversified by country, industry and entity, all managed by independent financial managers with ultimate oversight by the Company. Unrealized losses, measured on a portfolio basis, are recorded while unrealized gains are deferred until disposition. Foreign currency exposure is minimized by retaining all but a small portion of both the cash and investment portfolio in United States dollar denominated instruments. The United States dollar is the predomi nant currency within the industry. The Company also contracts for goods and services mainly in United States currency.

5

Forward Looking Statements

The above contains forward looking statements that are subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in our forward looking statements. Factors that could cause such differences include: changes in world gold and base metals markets, equity markets, costs and supply of materials relevant to the mining industry, change in government and changes to regulations affecting the mining industry. Although we believe the expectations reflected in our forward looking statements are reasonable, results may vary, and we cannot guarantee future results, levels of activity, performance or achievements.

John A. Clarke

President & CEO

August 9, 2004

EX-99