OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Securities registered under Section 12(b) of the Act: None.

Check whether the issuer is not required to file reports pursuant to Section 13 or 15J(d) of the Exchange Act. ¨ ..

The issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to filed such reports), and (2) has been subject to such filing requirements for the past 90 days: x YES ¨ NO.

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB: ¨ ..

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

¨ Yes x No.

The issuer's revenues for its most recent fiscal year: $Nil.

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and ask price of such common equity, as of April 11, 2008, was approximately $2,140,680.

The number of shares outstanding of the issuer's common stock as of April 11, 2007 was 34,448,176.

Transitional Small Business Disclosure Format: ¨ YES  x NO.

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Much of the information included in this annual report includes or is based upon estimates, projections or other "forward looking statements". Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations. These statements relate to future events or our future financial performance. In some cases you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of those terms or other comparable terminology. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Such estimates, projections or other forward looking statements involve various risks and uncertainties and other factors, including the risks in the section titled "Risk Factors" below, that may cause our actual results, levels of activities, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other forward looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform those statements to actual results.

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In this document: (i) the terms "we", "us", "our", the "Company" and "FinMetal" refer to FinMetal Mining Ltd. and our subsidiaries, unless the context otherwise requires; (ii) references to "FinMetal OY" mean FinMetal Mining OY, a wholly-owned subsidiary of the Company, and its subsidiaries; and (iii) "€" refers to Euros and "$" refers to United States dollars.

We were incorporated on September 5, 1997 under the laws of the State of Nevada. On January 7, 2005, we completed a one new for six old reverse stock split of our shares of common stock. On March 9, 2006, we completed a one new for 100 old reverse stock split of our shares of common stock. On June 13, 2006, we completed an eight new for one old forward stock split of our shares of common stock. These reverse and forward stock splits are reflected in this Annual Report. On November 27, 2006, we acquired FinMetal OY. Our authorized capital is 100,000,000 common shares with a par value of $0.00001 per share and our shares trade on the OTC Bulletin Board and the Pink Sheets.

We are an exploration stage company engaged in the assessment, acquisition and exploration of mineral properties.

We did not have any operations prior to the acquisition of our wholly-owned subsidiary, FinMetal OY, a corporation organized under the laws of Finland, on November 27, 2006. We acquired all of the outstanding shares of FinMetal OY in consideration for the issuance to the shareholder of FinMetal OY of 1,000,000 of our shares of common stock and a payment of €211,482 in cash (including €11,482 representing transfer taxes). As more fully described herein, at the time we acquired FinMetal OY, FinMetal OY owned the option to acquire a 100% interest in four mineral properties located in Finland, and better known as the Petrovaara, Poskijärvi-Kokka, Rautavaara and Tainiovaara properties, along with all existing property data (collectively, the "FinMetal Oy Properties").

On January 22, 2007, we entered into a letter agreement with Ab Apofas OY ("Apofas"), pursuant to which Apofas granted to us the sole and exclusive option to acquire, subject to a 2% gross proceeds royalty, a 100% undivided interest in and to five mineral property concession registration interest assets known as the Poronmannikko and Sarkiahonkangas gold prospects, which are located in northern Finland (collectively, the "Apofas Properties" and also known as the Oijarvi Gold Project).

On June 11, 2007, we entered into a definitive Mineral Property Option and Joint Venture Agreement with Magnus Minerals OY, a Finnish corporation, ("Magnus"), pursuant to which we and Magnus agreed to an option and a joint venture to explore the "Enonkoski area" in Finland (collectively, the "Enonkoski Property") primarily for nickel-copper-platinum group elements. It is intended that we will be the operator of the joint venture and can earn a 51% interest in certain valid claim reservations and pending claims comprising the Enonkoski Property by fulfilling $10 million in work commitments and €3 million in option payments, as more fully described below.

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Our Ownership Interest

As indicated above, we acquired our wholly owned subsidiary, FinMetal Oy, on November 27, 2006. At the time we acquired FinMetal OY, FinMetal OY owned the option, pursuant to an October 6, 2006 option agreement by and between FinMetal Oy and Magnus Minerals OY ("Magnus"), to acquire a 100% interest in four mineral properties located in Finland, and better known as the Petrovaara, Poskijärvi-Kokka, Rautavaara and Tainiovaara properties, along with all existing property data. Under the original terms of the option agreement, FinMetal Oy would earn the interest in such properties (i) by paying option payments of 1,000,000 euros in cash for each property (that is, 4,000,000 euros with respect to all four properties) over a period of four years, to be paid annually at the beginning of each year with respect to each property as follows: 100,000 euros in the first year, 100,000 euros in the second year, 300,000 euros in the third year, and 500,000 euros in the fourth year, and (ii) by making a work commitment of 1,000,000 euros on each property (for a total work commitment of 4,000,000 euros), of which 25% must be conducted each year over a period of four years. All properties are subject to a 2% net smelter royalty in favour of Magnus.

On December 28, 2007, FinMetal Oy and Magnus entered into Amendment No. 1 to the option agreement, pursuant to which the terms of the original option agreement were amended as follows:

• the due date of the second option payment of 100,000 euros with respect to the Rautavaara property shall be extended to April 30, 2008 in consideration of a 10,000 euro extension payment (which has been paid) and by FinMetal Oy keeping the claims in good standing by paying the applicable government and landowner payments according to Finnish law;

• after the abovementioned extension payment has been paid and the second year option payment has been paid with respect to the Rautavaara property, the due date of the first year work commitment of 250,000 euros with respect to such property shall be extended such that such work commitment shall not be due until August 31, 2008; and

• the due date of the first year work commitment of 250,000 euros with respect to the Tainiovarra property shall be extended such that such work commitment shall not be due until May 31, 2008.

In addition, the parties to the amendment acknowledged therein that FinMetal Oy decided not to exercise the second year option with respect to each of the Petrovaara and Poskijärvi-Kokka properties and that full interest in and to such properties (including claims in good standing for at least one year, and all data and information both old and new gathered by FinMetal Oy) shall be transferred to Magnus within one month at FinMetal Mining Oy's expense, and thereafter FinMetal Oy shall have foregone any claim on the Petrovaara and Poskijärvi-Kokka properties.

The FinMetal Oy property interests, like all mining claim reservations and claims in Finland, are granted by the Finnish government, through the Ministry of Employment and Economy (formerly known as the Ministry of Trade and Economy).

Identifying information with respect to the claims comprising the FinMetal Oy Properties in which we maintain an interest as of the date of this annual report is set forth in the following table:

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The Rautavaara property is located in central Finland, approximately 400 kilometres northeast of Helsinki. Rautavaara is adjacent to a provincial highway and is accessible via paved and gravel roads. The city of Kuopio, 70 kilometres southwest of Rautavaara, has a regional airport and is serviced by high-speed rail. The following maps shows the location of the Rautavaara property:

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The Tainiovaara property is located in eastern Finland, approximately 440 kilometres northeast of Helsinki. Tainiovaara is near a provincial highway and is accessible via paved and gravel roads. Joensuu, located approximately 80 kilometres to the south of the property, is served by air and rail. The following map shows the general location of the Tainiovaara property:

The Rautavaara property is located in the 150-kilometer long Kainuu Schist Belt (KSB). Rautavaara is in a similar geological setting as Talviaara to the north and is hosted by analogous rocks: altered ultramafics (serpentinites), quartzites, skarns, sediments and black schists. Rautavaara is a Ni-Cu-Zn deposit, situated along a 10-kilometer long northwest-southeast trending geophysical anomaly.

Tainiovaara

The Tainovaara property is situated in a fragment of Archaean greenstone belt within Late Archaean granitoid-gneiss rocks and is likely the displaced southern extension of the Kuhmo Greenstone Belt. The deposit is situated on a northwest-southeast trending magnetic anomaly in komatiitic ultramafics rocks in a similar geological setting as known deposits of nickel being mined in the Kambalda district of Western Australia and the "Raglan-type" deposits of Northern Quebec. The mineralization at Tainiovaara is a flattened, pipe-like body that plunges from surface in a direction of N25W at 40 to 45 degrees. The body in cross section has an elliptical shape with a short axis of about 30 to 40 meters and a long (sub vertical) axis of some 60 meters. The length of the body intersected with previous holes is about 120 meters.

The Rautavaara property was subject to exploration by the Geological Survey of Finland (GTK) during the late 1970s and early 1980s. Work consisted of bedrock mapping, diamond drilling and ground geophysics. Work by GTK has identified the surface extent of the mineralization at the north end of the property to measure approximately 300 meters by 250 meters, based on limited drilling and ground magnetics. Five widely spaced holes at the north end of the property drilled in the late 1970s by GTK revealed a drill indicated potential copper, nickel zinc and cobalt.

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In the late 1970s, the Geological Survey of Finland (GTK) carried out a ground magnetic survey, trenching with point sampling, and drilled 14 holes totalling 1517 meters on the Tainovaara property.

There are no existing plants, infrastructure or equipment on the Rautavaara or Tainiovaara properties. All of the properties have good access to both power and water as Finland has a highly advanced transportation and power network and the country has numerous fresh water lakes.

Our Ownership Interest

Under the terms of our January 22, 2007 letter agreement with Apofas, and in order to exercise our option to acquire a 100% undivided interest in and to five mineral property concession registration interest assets known as the Poronmannikko and Sarkiahonkangas gold prospects (subject to a 2% gross proceeds royalty), we are required to make the following non-refundable cash payments to Apofas totalling €1.0 million in the following manner: (i) the first payment of €150,000 is due on or before April 1, 2007 (paid); (ii) the 2^nd payment of €150,000 is due on or before April 1, 2008 (subsequently extended by agreement to be paid by April 30, 2008); (iii) the 3^rd payment of €300,000 is due on or before April 1, 2009; and (iv) the final payment of €400,000 is due on or before April 1, 2010.

Our letter agreement with Apofas was subject to the following conditions precedent prior to the our decision to make the first cash payment thereunder: (a) the completion by us of a thorough due diligence investigation in respect of Apofas and the Apofas Properties interests prior to April 1, 2007 (which has been completed); and (b) the execution of a definitive agreement and related documentation in order to evidence the option prior to the end of the due diligence period, which has been deferred by agreement).

The Apofas property interests, like all mining claim reservations and claims in Finland, are granted by the Finnish government, through the Ministry of Employment and Economy (formerly known as the Ministry of Trade and Economy).

Identifying information with respect to the claims comprising the Apofas Properties is set forth in the following table:

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Metal association and the style of alteration point towards an epithermal origin. If they are epithermal, it appears that the deposit was metamorphosed after mineralization. Gold mineralization is characterized by quartz-carbonate vein arrays surrounded by altered volcanic rocks within the intensely sheared domains of the main shear zone. The principal sulphide mineral is pyrrhotite with associated minor amounts of pyrite and arsenopyrite. All detected gold occurs in free native form and is associated with the sulphides and the quartz-carbonate gangue. The host rocks of the mineralization are sericitized and silicified felsic dykes and mica schists. Gold, at least where visible, occurs as coarse grains in quartz and quartz-carbonate veins and in the sericitized surroundings. In addition to gold, pyrite and pyrrhotite with occasional chalcopyrite and arsenopyrite occur usually as fine disseminations in altered felsic dykes and mica schists and as coarser grains in quartz veins.

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The studies within the Oijärvi greenstone belt have been mainly aimed at unravelling the general geology and evaluating the ore potential of the area. In investigations, promising gold mineralizations have been located, although the share of targeted mineral exploration overall has been small.

Low altitude aeromagnetic data from the area was made public in 1994 and the analytical results of a regional till sampling were completed concomitantly. On the basis of the aeromagnetic data it appears that a greenstone belt with associated conductors and magnetic anomalies exists in the area. As the till geochemistry also bore indications of Au, Zn, Pb, Cu and Ni, the GTK commenced in 1995 preliminary investigations within the area. Geological Survey of Finland did grassroots exploration in the areas in 1994 to 1999, including low-altitude airborne (30-40 meter flight altitude) magnetic, electromagnetic and radiometric survey, ground magnetic, gravimetric, slingram, self potential, IP and VLF-R survey, regional till stratigraphy and geochemical survey. Also, bedrock mapping, local till stratigraphy and geochemical survey, and diamond drilling has been done in the Poromännikkö area. There is no outcrop and no drilling has been done in the Särkiahonkangas area, and only one ground geophysical survey line crosses that area. Gold grades have been detected in till nearly throughout the northern claim areas. Also anomalous gold grades, auriferous quartz-carbonate veins, and extensive alteration have been detected in bedrock (in outcrop and in diamond-drill core) in the area, near the sheared contact zones between quartzitic and volcanic rock units.

There are no existing plants, infrastructure or equipment on any of these properties, but they do have access to transportation, power and water.

Our Ownership Interest

On June 11, 2007, we entered into a definitive Mineral Property Option and Joint Venture Agreement with Magnus Minerals OY, a Finnish corporation, ("Magnus"), pursuant to which we and Magnus agreed to an option and a joint venture to explore the "Enonkoski area" in Finland (collectively, the "Enonkoski Property") primarily for nickel-copper-platinum group elements. It is intended that we will be the operator of the joint venture and can earn a 51% interest in certain valid claim reservations and pending claims comprising the Enonkoski Property by fulfilling $10 million in work commitments and €3 million in option payments, as more fully described below.

In order to exercise our option, we will be required to spend $10 million in work commitments with minimum expenditures as follows: (a) $1.8 million by November 30, 2008; (b) $2.2 million by November 30, 2009; (c) $2.8 million by November 30, 2010; and (d) $3.2 million by November 30, 2011. In addition, we will be required to make a total of €3 million in option payments to Magnus over four years as follows: (a) €30,000 by May 22, 2007 (which payment has now been made); (b) €270,000 upon execution of the Option Agreement (which payment has been made); (c) €600,000 by November 30, 2008, (d) €900,000 by November 30, 2009; and (e) €1,200,000 by November 30, 2010.

We must spend 50% or more of our work commitments ($5 million) and option payments (€1.5 million) before any earn-in is realized. Once the 50% has been reached, we will have a 25.5% interest in the Enonkoski Property and our interest will increase proportional to our work commitments and option payments to the maximum of 51%, at which point both our and Magnus' interests are to be converted to working interests.

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The Enonkoski property interests, like all mining claim reservations and claims in Finland, are granted by the Finnish government, through the Ministry of Employment and Economy (formerly known as the Ministry of Trade and Economy).

Identifying information with respect to the mineral claims comprising the Enonkoski Property is set forth in the following table:

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The Enonkoski Belt is a 60 kilometer long northwest trending sequence of mid-Proterozoic supracrustal rocks within the southeastern portion of the "Central Ore Belt", which host most of the known base metal deposits of Finland. Nickel deposits and prospects within the Belt are associated with mafic/ultramafic bodies intruding sequences of siliceous black schists. Hälvälä, a former high-grade producer, is one of the claims that form part of the Enonkoski properties. Based on prior work and studies performed in the area, we believe that a number of the claims, including the Sulkavanniemi and Kolvosenjärvi claims, have good potential.

One of the claims that is part of the Enonkoski properties, Hälväla, began operation in 1971. It was mined only to a depth of 265 meters and is reported to contain shallow remnant resources of nickel. This deposit is open below 265 meters and along strike. The remaining claims include four drilled prospects with reported potential for large tonnage open pit reserves.

As indicated above, the Hälväla claim contains an open mine to 265 meters. There are no other existing plants, infrastructure or equipment on any of these properties, but they do have access to transportation, power and water.

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There are no known reserves on any of the properties underlying our mineral property interests, and our work is exploratory in nature.

As noted above, we are not pursuing our option with respect to the Petrovaara or Poskijärvi-Kokka properties. As such, our planned exploration program covers the Rautavaara and Tainiovaara properties; the Poronmannikko and Sarkiahonkangas properties, and the Enonkoski properties, as follows:

• With respect to the Rautavaara and Tainiovaara properties, our current exploration plans consist of extensive research of the historical government and private databases concerning prior work performed on these properties. Our 2008 work program consists of historical drill hole surveys, geo-chemical analysis, 6000 kilometres of airborne electro-magnetics and a four to six hole drill program, all of which have been completed or are in progress.

• Our current exploration plans with respect to the Poronmannikko and Sarkiahonkangas gold prospects consist of extensive research of the historical government and private databases concerning these properties. As such, there are no current detailed plans to conduct exploration on these properties.

• With respect to the Enonkoski properties, the Hälväla Nickel Mine is the main focus of our 2008 exploration program. Our initial exploration program has been designed to check the validity of the reported resource estimate and the deep high grade drill intersection followed by a down-hole electromagnetic survey to seek extensions. The work planned in this area will consist of detailed geology using existing drill core and down-hole and surface geophysics with the primary objective of locating high grade ore bodies amenable to underground mining, with a secondary target of shallow low grade ore. By the end of fiscal 2008, we plan to fly an airborne electromagnetic survey (approximately 6,000 line-km) and conduct a drill program of approximately 5,000 meters. We began our airborne geophysical survey in the summer of 2007. The survey, designed to locate conductive minerals associated with nickel, utilizes an AeroTEM II system - a high-resolution helicopter-borne electromagnetic (EM) system developed by Canadian company Aeroquest. The survey is being used to locate drilling targets. Airborne EM is particularly effective over glacial terrains, such as Finland, where sediments may hide ore bodies. The conductive sulphide minerals that FinMetal is seeking are typically close the surface, due to glacial erosion. Aeroquest will provide FinMetal with advanced data processing and interpretation in industry standard formats and high quality coloured maps. Geophysicist Steve Balch, our Vice President of Exploration, who has expert knowledge of the AeroTEM system, is supervising quality control and assurance during data acquisition.

Our nickel prospects have all encountered nickel mineralization in historical drilling undertaken by the Finnish geological survey (GTK) and/or Outokumpu Oy. In many cases, the reported nickel grades may be sufficient for economic exploitation if sufficient tonnes can be discovered. None of the prospects have been investigated using modern geophysical and geological exploration techniques and most of the previous work was concentrated in shallow zones of little more than 100 meters from surface.

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FinMetal's proposed exploration program is based upon the expectation that exploration at deeper levels, to depths of up to 1000 meters, may lead to the discovery of extensions to the known nickel mineralization in several of the prospects. FinMetal intends to use modern geophysics to better define drill targets. Techniques used will likely include detailed magnetometry, airborne and down-hole electromagnetometry and high-quality interpretation with a large amount of emphasis on structural geology.

• Brian Marten. Brian Martin, BA, MSc, PhD, CGeol, P.Geo, EurGeol, is the Senior Consulting Geologist to FinMetal Mining. Dr. Marten's career in mining has spanned 38 years and has been strongly field-oriented, with an emphasis on base metals, especially nickel. From October 1989 to December 1998, he served as Principal Geologist, Group Exploration Resources, for Rio Tinto Mining & Exploration Limited, Newbury UK. He has reviewed projects and identified opportunities in numerous regions of the world including Sub-Sahara Africa, where he initiated a nickel project in the Kibaran Belt. In India, he identified the Orissa iron ore opportunity and followed up with regional mapping of the belt and technical advice through 2000. In Russia, Dr. Marten evaluated one base metal and one gold deposit and negotiated a co-operative project with the Siberian Research Institute of Geology, Geophysics and Mineral Resources, Novosibirsk (SNIGGIMS). As a consultant for Rio Tinto, he was involved in various nickel projects in Botswana, China and Brazil. He has four years of scale mapping experience with the geological Survey of Zambia, and later with the Geological Surveys of Manitoba and Newfoundland and Labrador. Dr. Marten's professional affiliations include the following: Professional Geologist, Institute of Geologists of Ireland; Chartered Geologist & Fellow, The Geological Society; Fellow, Geological Association of Canada; Fellow, Society of Economic Geologists; Member, Irish Association of Economic Geologists.

One of our main subcontractors in Finland is Suomen Malmi Oy (Smoy). They are a leading company in geological contracting in the Nordic countries. Smoy was established in 1935 and specializes in geological sampling of the soil and bedrock and in geological surveys with modern geophysical equipment. Their main business is in prospecting for mineral deposits, in the mining industry and in engineering geology. Core drillings and geophysical surveying are the main services of Smoy.

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Smoy is a member in Technology Industries of Finland (Confederation of Finnish Industry and Employers), Metallgruppen (Confederation of Swedish Enterprise), Association of Finnish Extractive Resources Industry, Finnish Tunnelling Association, Finnish Geotechnical Society, Swedish Society for Advanced Drilling (FAB) and Helsinki Chamber of Commerce. Smoy's main product is drilling services consisting of surface and underground core drillings, percussion drillings, installations of ground water monitoring wells and versatile technical in-hole surveys as well as of other services related to drilling. Smoy has about 30 drilling units and we drill about 100 kilometres of core drilling holes per year. The drilling rigs range from light 50 metre units on rubber tracks to heavy-duty 2000 metre units controlled by microprocessors.

Smoy is a division of Swedish Drillcon AB, who are the leading contractor in Europe specializing in drillings for the mining and construction industries. Drillcon's strength and good resources in underground core drilling and raise boring are supported by Smoy's resources in surface core drilling, percussion drilling, soil and chip sampling and geological, geophysical and rock mechanical services. Drillcon and Smoy provide comprehensive services for the mining and construction industries and environmental investigations.

There is aggressive competition within the minerals industry to discover and acquire claims considered to have mineralization potential. Many of our competitors are larger than we are, have longer operating histories, more experienced management and greater financial resources and market strengths. In addition, we compete with others in efforts to obtain financing to explore mineral properties. There is no assurance that we can compete effectively with these companies. If we are unable to compete effectively with these companies, our business would be materially adversely affected.

Our properties are affected in varying degrees by government regulations relating, among other things, to the acquisition of land, pollution control and environmental protection, land reclamation, safety and production. Changes in any of these regulations or in the application of existing regulations are beyond our control and may adversely affect our operations. Failure to comply with the conditions set out in any permit or failure to comply with applicable statutes and regulations may result in orders to cease or curtail operations or to install additional equipment. We may be required to compensate those suffering loss or damage by reason of our activities. The effect of these regulations cannot be accurately predicted.

We currently have no employees other than our executive and non-executive officers as disclosed herein.

We own all of the outstanding shares of FinMetal OY.

Our common shares must be considered a speculative investment. Readers should carefully consider the risks described below before deciding whether to invest in shares of our common stock. If we do not successfully address the risks described below, there could be a material adverse effect on our business, financial condition or results of operations, and the trading price of our common stock may decline and investors may lose all or part of their investment. We cannot assure any investor that we will successfully address these risks.

None of our officers or directors is employed full time by the Company. The management and growth of our company depends on the continued involvement of our management team, none of whom are employed full time. Should any of our management resign we might not be able to replace them. We do not have employment agreements in place with any of our officers nor do we carry key-person insurance. All of our officers have other business interest, which results in them devoting only a portion of their time to the business of the company. A conflict of interest between our officers' other business interests and us could be detrimental to us.

We have a limited history of operations making it difficult to evaluate our current value and chance of success. We only recently acquired our acquire exploration properties. We have a limited history of operations and there is no guarantee that we will acquire any further exploration interests. Our limited history makes it difficult to evaluate the current value of our shares and our chances of success in the future leading to volatility in the value of your investment.

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We have incurred net losses since inception and anticipate that losses will continue. We have not generated any revenues to date. We have no history of earnings and there is no assurance that our business will be profitable. As at December 31, 2007, we have experienced a cumulative net loss of $12,179,512, and we expect to continue incurring operating losses and accumulating deficits in future periods. We cannot guarantee that we will be successful in generating revenues in the future. A failure to generate revenues will likely cause us to go out of business.

We have limited financial resources and will have to raise additional funds to continue and expand our business. There can be no certainty that market conditions will enable us to raise the funds required. Failure to do so will result in the failure of our business. As at December 31, 2007, we had cash and cash equivalents of $1,957,856 and in working capital of $1,368,636. Our anticipated expenditures for the next 12 months are approximately $4.4 million.

We presently do not have sufficient capital to satisfy the expected expenditures, have no revenues and will rely principally on the issuance of common shares to raise funds to finance the expenditures that are expected to be incurred during the next 12 months. There is no assurance that market conditions will enable us to raise funds when required, and any additional equity financing will likely be dilutive to existing shareholders. Should we fail to raise additional funds, we will be unable to carry out our plan of operations.

Based upon our financial position our auditor has expressed doubt about our ability to continue as a going concern. We will be unable to continue as a going concern if we are unable to earn sufficient revenues from operations or to raise additional capital through debt or equity financings to meet our future capital obligations. As of December 31, 2007 we have working capital of $1,368,636, which is not sufficient to cover our planned expenditures over the next twelve months. If we do not raise the capital required to carry out our plan of operations beyond that date, we may be unable to continue as a going concern and you may lose your entire investment.

The mineral exploration industry is very competitive and we may not be able to effectively compete with other companies in bidding for and securing property interests resulting in a high risk of failure for our company. We are in competition with other companies with greater financial resources and expertise in bidding for the acquisition of mineral property interests from various state authorities and permit holders, in purchasing or leasing equipment necessary to explore for minerals and in obtaining the services of personnel in the exploration for minerals. Our inability to compete raises the risk that we will be unable to secure material property interests and carry out our plan of operations.

There is no assurance that we will discover any minerals. Failure to discover minerals will make it difficult for us to remain as a going concern. We have no known reserves on any of our properties and there is no assurance that commercial quantities of any minerals will be discovered. In addition, even if minerals are discovered, the costs of extraction to market may render any deposit found uneconomic. If we do not find minerals reserves or if we cannot develop reserves, either because we do not have sufficient capital to do so or the costs of extraction are uneconomical, we will have to cease operations and investors who have purchased shares may lose their investment.

Geological conditions are variable and unpredictable and heighten exploration risk. Mineral exploration and development involves a high degree of risk and few properties that are explored are ultimately developed into producing properties. Even if production is commenced, the production will inevitably decline and may be affected or terminated by changes in geological conditions that cannot be foreseen or remedied. A change in geological conditions may render a discovery uneconomic.

The marketing and sale of mineral products is subject to government regulation that may impair our ability to sell minerals or limit the prices available. Even if we make discoveries in commercial quantities, development of a discovery may take a number of years and financial conditions at that time cannot be predicted. The availability of products sold, or to be sold, may be restricted or rendered unavailable due to factors beyond our control, such as change in laws in the jurisdictions in which we may be operating, changes in the source of supply in foreign countries and prohibition on use due to testing and licensing requirements.

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The price for commodities is volatile and determined by factors beyond our control. Prices for minerals may fluctuate widely from time to time depending on international demand, production and other factors that cannot be foreseen. A decline in price may render a discovery uneconomic.

Failure to meet the prescribed terms and conditions of any required permit for the exploration of our properties may result in the loss or abandonment of the permit. The terms and conditions of any required permit or license granting us, directly or indirectly, the right to explore for and develop minerals may prescribe a work program and the date or dates before which such work program must be satisfied. Varying circumstances, including our financial resources, availability of required equipment, and other matters, may result in the failure to satisfy the terms and conditions of a permit or license and result in the complete loss of the interest in the permit or license.

We are subject to numerous local laws and regulations that are subject to change, including tax and land title claims. Any material change could have an adverse effect on our business and our ability to operate. There is no assurance that governmental regulation will not vary, including regulations relating to prices, royalties, allowable production, environmental matters, import and export of minerals and protection of water resources and agricultural lands. We will be subject to numerous governmental regulations that relate directly and indirectly to our operations including but not limited to title, production, marketing and sale of minerals, taxation, and environmental matters. There is no assurance that the laws relating to the ownership of mineral property interests and the operation of our business in the jurisdiction in which we operate will not change in a manner that may materially and adversely affect our business.

We presently do not carry liability or title insurance and do not plan to secure any in the future. The lack of insurance makes us vulnerable to excessive potential claims and loss of title. We do not maintain insurance against public liability, environmental risks or title. The possibility exists that title to future prospective properties may be lost due to an omission in the claim of title and any claims against us may result in liabilities we will not be able to afford resulting in the failure of the business and the complete loss of your investment.

Our business will be subject to laws that control the discharge of materials into the environment and we may be liable for environmental damages. The laws relating to the protection of the environment have become more stringent and may expose us to liability for the conduct of, or conditions caused by others or for our actions that were in compliance with all applicable laws at the time such acts were performed. The application of these requirements or the adoption of new requirements could have a material adverse effect on our business.

We conduct our business in Euros, the value of which fluctuates against the U.S. currency. An appreciation in the Euro against the US dollar may have adverse effects on our business. We hold cash reserves in US dollars but are incurring a significant proportion of our expenses in Euros. An increase in value of the Euro versus the US dollar would have a detrimental effect on our results of operations as expenses incurred would, in turn, increase in US dollars. While certain fluctuation can be expected to continue there can be no assurance that the exchange rate will stabilize at current rates.

Our common shares are quoted through the facilities of the OTC Bulletin Board and the Pink Sheets. The price of our common shares is very volatile and thinly traded making the sale of shares very difficult. There can be no assurance that a stable market for our common shares will ever develop or, if it should develop, be sustained. It should be assumed that the market for our common shares will continue to be highly illiquid, sporadic and volatile and shareholders may not be able to sell their shares in the public market. These securities should not be purchased by anyone who cannot afford the loss of the entire investment.

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We may issue more shares of common stock, which would dilute the value of the common stock held by our current shareholders. Our Articles of Incorporation authorize the issuance of 100,000,000 shares of common stock. We will likely issue additional shares to acquire further capital in order to carry out our intended operations or expand current operations, or to provide additional financing in the future. The issuance of any such shares may result in a reduction of the book value or market price of our outstanding common shares. If we do issue any additional shares, such issuance will cause a reduction in the proportionate ownership and voting power of all other shareholders and may result in a change of control.

We have no history of earnings and there is no assurance that if we do that dividends will be declared. We have no history of earnings and there is no assurance that our business will be profitable and, even if profitable, there is no assurance that our board of directors will declare dividends on our common shares.

Broker-dealers may be discouraged from effecting transactions in our shares of common stock because they are considered penny stock and are subject to the penny stock rules. The Securities and Exchange Commission (the "SEC") has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks." Penny stocks generally are equity securities with a price of less than $5.00 per share. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker-dealer must make a special written determination that a penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements often have the effect of reducing the level of trading activity in any secondary market for a stock that becomes subject to the penny stock rules. Our common stock is currently subject to the penny stock rules, and accordingly, investors may find it difficult to sell their shares, if at all.

Our mineral properties are described under Item 1 - Description of Business.

We maintain a principal executive office at 666 Burrard Street, Suite 500, Vancouver, British Columbia, Canada V6C 2X8.

We are not a party to any material legal proceedings and, to our knowledge, no such proceedings are contemplated or threatened.

There were no matters submitted to a vote of our shareholders in the last fiscal quarter of 2007.

Our shares trade on the OTC Bulletin Board and the Pink Sheets under the symbol "FNMM". The following provides a summary of our trading history for the periods indicated on the OTC Bulletin Board. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

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There are no restrictions in our Articles of Incorporation or Bylaws that restrict us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

We have not declared any dividends. We do not plan to declare any dividends in the foreseeable future.

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In April 2007, our Board of Directors adopted our 2007 Stock Incentive Plan. The following summary of the plan is not complete and is qualified in its entirety by reference to the plan, a copy of which is incorporated by reference as an exhibit hereto.

Under the terms of the plan, an aggregate of 10,000,000 shares of our common stock may be granted to our directors, officers, employees and consultants in the form of options, stock appreciation rights, restricted stock, units or other similar rights. The maximum number of shares that maybe granted to any eligible participant in any calendar year cannot exceed 5,000,000 shares. The plan is administered by a committee consisting of two or more independent directors that have exclusive power and authority over the plan, including in respect of, among other things: (i) interpreting the plan, (ii) determining eligible participants, and (iii) determining the extent of awards made under the plan, and the terms and conditions thereof and the agreements relating to the awards made. The determinations of the plan administrator shall be conclusive and binding.

No repurchases of our common shares were made by or on behalf of us or any "affiliated purchaser", as defined in Exchange Act Rule 10b-18(a)(3) during the fourth quarter of our fiscal year ended December 31, 2007.

The following discussion of our financial condition, changes in financial condition, plan of operations and results of operations should be read in conjunction with our audited financial statements as at and for the two years ended December 31, 2007 and the section entitled "Description of Business" included in this annual report. The discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth under "Description of Business - Risk Factors" and elsewhere in this annual report.

Our plan of operations within the next twelve months is pursue our planned exploration program as described in Item 1 of this annual report. In particular, we plan to complete the following objectives within the time periods specified, subject to our obtaining the funding necessary:

1.     In accordance with the terms of the agreements pursuant to which we acquired our mineral property interests, we plan to incur the following costs with respect to our mineral property interests over the next twelve months:

• second option payment of 100,000 euros (US$158,270 based on the noon buying rate on April 14, 2008 of Euro 1.00 : US$1.5827) with respect to the Rautavaara property to be paid by April 30, 2008;
• first year work commitment expenditures of 250,000 euros (US$395,675 based on the noon buying rate on April 14, 2008 of Euro 1.00 : US$1.5827) with respect to the Rautavaara property to be incurred by August 31, 2008;
• first year work commitment expenditures of 250,000 euros (US$395,675 based on the noon buying rate on April 14, 2008 of Euro 1.00 : US$1.5827) with respect to the Tainiovarra property to be incurred by May 31, 2008.
• second option payment 150,000 euros (US$237,405 based on the noon buying rate on April 14, 2008 of Euro 1.00 : US$1.5827) with respect to the Apofas properties to be paid by April 30, 2008);
• first year work commitment expenditures of $1.8 million with respect to the Enonkoski properties to be incurred by November 30, 2008; and
• a third option payment of 600,000 euros (US$949,620 based on the noon buying rate on April 14, 2008 of Euro 1.00 : US$1.5827) with respect to the Enonkoski properties to be paid by November 30, 2008,

2.     We anticipate spending approximately $40,000 in ongoing general and administrative expenses per month for the next twelve months, for a total anticipated expenditure of $480,000 over the next twelve months. The general and administrative expenses for the year will consist primarily of professional fees for the audit and legal work relating to our regulatory filings throughout the year, as well as transfer agent fees and general office expenses.

Thus, we estimate that our expenditures over the next twelve months will be approximately $4.4 million dollars. As at December 31, 2007, we had cash and cash equivalents of $1,957,856 and a working capital of $1,368,636. As such, our ability to make our planned exploration expenditures and to pay for our general administrative expenses will be subject to us obtaining additional financing.

During the 12 month period following the date of this report we anticipate that we will not generate any revenue. Accordingly, we will be required to obtain additional financing in order to continue our plan of operations during and beyond the next twelve months. We believe that debt financing will not be an alternative for funding additional phases of exploration as we do not have tangible assets to secure any debt financing. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock. However, we do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our complete exploration program. In the absence of such financing, we will not be able to pursue our exploration program, we will be forced to abandon our mineral property interests and our business will fail.

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We have not had any revenues from operations for the past two fiscal years. We had a net loss of $9,511,457 for the year ended December 31, 2007 as compared to a net loss of $2,506,896 for the year ended December 31, 2006. The increase in our net loss was primarily the result of $5,960,016 in stock-based compensation in 2007 (2006 - $96,720) and increased mineral property acquisition and exploration expenditures, which were $2,583,124 in 2007 (2006 - $2,079,398).

At December 31, 2007, we had cash and cash equivalents of $1,957,856 (2006 - $1,648,814) and a working capital of $1,368,636 (2006 - $1,576,715). Although we believe that our existing cash balance is sufficient for our near-term day-to-day general administrative expenses, we will require additional financing in order to pursue our planned exploration as outlined under "Plan of Operations" above.

Operating activities in the year ended December 31, 2007 and 2006 used cash of $2,485,972 and $1,080,580 respectively, which reflect our recurring operating losses.

In the year ended December 31, 2007, we used $37,536 in investing activities, as compared to $17,547 used in investing activities in the prior year.

As we have had no revenues since inception, we have financed our operations primarily by using existing capital reserves, obtaining debt financing and through private placements of our stock. Financing activities in the year ended December 31, 2007 provided cash of $2,832,550, all of which was from the sale of our common stock. Financing activities in the year ended December 31, 2006 provided cash of $2,695,000, all of which was from the sale of our common stock.

There are no off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, which individually or in the aggregate is material to our investors.

Our audited financial statements as of December 31, 2007 and December 31, 2006 and the related notes to such financial statements are filed as part of this annual report and are incorporated by reference in this Item 7.

None.

Our Chief Executive Officer, Daniel Hunter, and our Principal Financial Officer, Kenneth Phillippe, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report, and in their opinion our disclosure controls and procedures were effective.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2007 using the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on an evaluation under the COSO framework, our management identified no material weaknesses in our internal control over financial reporting as of December 31, 2007. (A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis.) Management has concluded that we maintained effective internal control over financial reporting as of December 31, 2007 based on criteria established in Internal Control--Integrated Framework issued by COSO.

None.

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Our directors and executive officers and their respective ages as of the date of this annual report are as follows:

The following describes the business experience of each of our directors and executive officers:

Daniel Hunter - Chief Executive Officer, Principal Executive Officer and Chairman of the Board of Directors. Mr. Hunter has been a Director of the Company since September 18, 2006, and he has served as Chairman of the Board, Chief Executive Officer and Principal Executive Officer since October 25, 2006. Mr. Hunter has been actively involved in both financing and building private and public companies for more than 25 years. He spent the first 20 years of his professional career as a securities broker specializing in structured financings for junior and intermediate sized mining companies. At the time of his decision to retire from the securities industry in 1998, Mr. Hunter was a securities broker with Canaccord Capital, Canada's largest independent brokerage firm. Since March of 2005, he has served as a Director, past CEO and past COO of Colombia Goldfields Ltd, a public company actively exploring for gold and consolidating a known gold deposit in the Republic of Colombia, South America. Mr. Hunter has served as a director of Constitution Mining Corp., a reporting company, since October 30, 2007, and as Chief Operating Officer of that company since November 14, 2007.

Peter Löfberg - President and a director. Mr. Löfberg is the founding chairman and CEO of FinMetal Mining Oy, a private Finnish based exploration and development mining company which owns options to acquire four advanced gold and nickel projects in Finland. On November 28, 2006, FinMetal Mining Ltd. announced the closing of its purchase of FinMetal Mining Oy and the appointment of Mr. Löfberg as its new President and a member of its Board of Directors. A senior executive with an extensive background in chemicals, engineering and corporate management, he served until recently as a managing director at Ligno Tech OY(Finland), a member of Borregaard group where he helped supervise the chemical division for global markets, importing raw material form Russia, and exporting to 50 countries. Borregaard LignoTech is the world's leading supplier of lignin based products with 12 plants and a global sales network in Europe, America, Asia and Africa. Prior to his experience at Borregaard, Mr. Löfberg served as a management consultant at Ab Apofas Oy and from 1988-1990 as a regional manager for the engineering company Insinööritoimisto Kupari Oy. In the mid 1980s and the 1970s, Mr. Löfberg held management positions with such engineering and manufacturing firms as Air-Ix Oy, Artekno Oy and Hämeen Peruna Oy. Mr. Löfberg record of professional and civic volunteerism is nearly as extensive as his professional resume. From 2003, he has held the position of Chairman for the energy company of the City of Tampere. He has also served as a member of the Tampere City environmental committee, and as a member of the Tampere city council. From 1986-1988 he was Chairman of the Board for The Central Union of University Engineers and Architects (KAL) and prior to that was a member of the Association of Finnish Forest Industry.

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Robert Van Tassell - Director. Mr. Van Tassell has served on our Board of Directors since December 2006. Mr Van Tassell has been involved in the Canadian mining industry for over fifty years. Before retiring from full-time ventures in 1998, he spent the prior sixteen years (1982-1998) as Vice President of Exploration for the precious metals venture Goldcorp Inc., formerly known as Dickenson Mines. Exploration teams led by Mr. Van Tassell are credited with such significant discoveries as the Husky Mine, the Minto copper deposit currently being mined by Sherwood Copper, and more recently, Goldcorp's High Grade Zone. From 1984 through 1993, Mr. Van Tassell served as a board member of the Prospectors and Developers Association of Canada (PDAC), including as Chairman of the PDAC's Program and Environmental Committees. Mr. Van Tassell also served as a director of the Yukon Chamber of mines for eleven years, two of them as President. He served four terms on the board of the Northern Resource Conferences, two of them as Chairman, and has taught introductory and advanced prospecting courses for the Chamber of Mines. He is a life member of the CIM, and the Geological Association of Canada.

Kenneth Phillippe - Secretary, Treasurer, Chief Financial Officer and Principal Accounting Officer. Mr. Phillippe has served as our Secretary, Treasurer, Chief Financial Officer and Principal Accounting Officer since October 2006. Mr. Phillippe is a Chartered Accountant with over 25 years experience working with public companies in the capacities of director, officer, financial advisor, or consultant. Mr. Phillippe obtained a Bachelor of Commerce degree from the University of British Columbia in 1976. He articled with Thorne Riddell (now KPMG) and obtained his professional accounting designation in 1981. In 1982 Mr. Phillippe established his own accounting practice. Between February 2000 and August 2005 he served in various positions including director, officer and chair of the audit committee of MDX Medical Inc., a Vancouver based medical device company. Between January to December 2006 Mr. Phillippe served as chief financial officer of Columbia Goldfields Ltd., a junior gold mining company that is a reporting company under the Exchange Act. Since March 2006 Mr. Phillippe has served as CFO of Exchequer Resource Corp. (TSX-V). Since October 2006, Mr. Phillippe has served as Chief Financial Officer and Secretary of Bold Ventures Inc., which was listed on the TSX-V on October 29, 2007. Mr. Phillippe has served as Secretary, Treasurer, Chief Financial Officer and Principal Accounting Officer of Constitution Mining Corp., a reporting company, since December 13, 2007.

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until they resign or are removed from the board in accordance with our bylaws. Our officers are appointed by our Board of Directors and hold office until they resign or are removed from office by our Board of Directors.

Nico Civelli - Vice President Finance - Europe. Mr. Civelli has served as our Vice President Finance - Europe (a non-executive officer position) since December 2006. He is an independent financial advisor from Zurich holding both Finnish and the Swiss citizenships. He brings multilingual, cross-cultural expertise to Finmetal's efforts. His company, Niconsult Ltd., is involved mainly in corporate finance and money management for select clients in Zurich and throughout Europe. He studied at the Universities of Zurich and St Gallen, and finished his Master's degree in applied finance at the University of Southern Queensland in Australia. Before and during his studies he worked for several independent money managers and a private Zurich bank.

Stephen Balch - Vice President of Exploration. Mr. Balch has served as our Vice President of Exploration (a non-executive officer position) since January 2007. Mr. Balch is expert on geophysical exploration for nickel-copper sulphide, with over 20 years of experience in the field. He has worked extensively for such international mining firms as Inco Limited, with a focus on one of the largest nickel discoveries in the world - Sudbury Basin. From 1995 to 2001, Mr. Balch worked for Inco Limited as Senior Geophysicist at Inco's Voisey's Bay project in Newfoundland and before that at the Sudbury Basin as an area geophysicist. As an independent consultant, Mr. Balch has consulted to major mining companies such as Falconbridge Limited and Anglo American, and to a number of mid-tier and junior mining companies such as FNX Mining Company Limited, Wallbridge Mining Company Limited, Donner Minerals and Mustang Minerals Corp.

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We have no significant employees other than our executive and non-executive officers.

None of our directors or officers are related to one another.

None of our directors, executive officers and control persons have been involved in any of the following events during the past five years:

1. any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
4. being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment or decision has not been reversed, suspended, or vacated.

Section 16(a) of the United States Securities and Exchange Act of 1934, as amended (the "Exchange Act") requires officers, directors and persons who own more than ten percent of a registered class of a company's equity securities to file initial reports of beneficial ownership and to report changes in ownership of those securities with the SEC. They are also required to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on our review of these reports or written representations from certain reporting persons, we believe that during the fiscal year ended December 31, 2007 and during the current fiscal year, all filing requirements applicable to our officers, directors, greater-than-ten-percent beneficial owners and other persons subject to Section 16(a) of the Exchange Act were met; except that Mr. Van Tassell has not filed a Form 3 indicating that he has become a director of our company.

We have an Audit Committee that operates pursuant to an Audit Committee Charter adopted by our Board of Directors. Our Audit Committee is comprised of all of our directors. A copy of our Audit Committee Charter is filed as an exhibit to our annual report on Form 10-KSB for the year ended December 31, 2005. Our Audit Committee is responsible for: (i) the selection and oversight of our independent accountant; (ii) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (iii) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (iv) engaging outside advisors; and (v) funding for the outside auditory and any outside advisors engagement by the Audit Committee. We have determined that we do not have an audit committee financial expert on our Audit Committee. As we expand our business, we intend to appoint an audit committee financial expert.

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We have adopted a corporate Code of Ethics that applies to our Chief Executive Officer and our Chief Financial Officer. A copy of the Code of Ethics is filed as an exhibit to our annual report on Form 10-KSB for the year ended December 31, 2005. We believe that our Code of Ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.

Upon written request directed to our corporate executive office, we will deliver to any person free of charge a copy of such code of ethics.

The table below summarizes all compensation awarded to, earned by or paid to our executive officers for all services rendered in all capacities to us during our last two fiscal years:

(1) Mr. Hunter was granted a vesting stock option to purchase up to an aggregate of 250,000 shares of common stock, at an exercise price of $1.25 per share, vesting as to one quarter (that being 62,500 shares) on each of April 17, 2007, October 17, 2007, April 17, 2008 and October 17, 2008, which options expire on April 17, 2017.

(2) Consulting fees for services provided.

(3) Mr. Lofberg was granted a restricted stock award under our Stock Incentive Plan at a deemed price of $1.45 per share vesting as follows: (i) one half (50,000 shares) vesting on April 17, 2008 and (ii) the remaining one half (that being the remaining 50,000 shares) vesting on April 17, 2009.

(4) Mr. Phillippe was granted a vesting stock option to purchase up to an aggregate of 50,000 shares of common stock, at an exercise price of $1.25 per share, vesting as to one quarter (that being 12,500 shares) on each of April 17, 2007, October 17, 2007, April 17, 2008 and October 17, 2008, which options expire on April 17, 2017.

(5) Mr. Fink served as our Chief Executive Officer in fiscal 2006 until September 2006.

(6) Mr. Horn served as our Chief Operating Officer in fiscal 2007 and resigned on March 27, 2008.

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The following table sets forth information relating to outstanding equity awards held by our executive officers as at December 31, 2007:

(1) As indicated in the Summary Compensation Table above, Mr. Hunter was granted a vesting stock option to purchase up to an aggregate of 250,000 shares of common stock, at an exercise price of $1.25 per share, vesting as to one quarter (that being 62,500 shares) on each of April 17, 2007, October 17, 2007, April 17, 2008 and October 17, 2008, which options expire on April 17, 2017.

(2) As indicated in the Summary Compensation Table above, Mr. Lofberg was granted a restricted stock award under our Stock Incentive Plan at a deemed price of $1.45 per share vesting as follows: (i) one half (50,000 shares) vesting on April 17, 2008 and (ii) the remaining one half (that being the remaining 50,000 shares) vesting on April 17, 2009.

(3) As indicated in the Summary Compensation Table above, Mr. Phillippe was granted a vesting stock option to purchase up to an aggregate of 50,000 shares of common stock, at an exercise price of $1.25 per share, vesting as to one quarter (that being 12,500 shares) on each of April 17, 2007, October 17, 2007, April 17, 2008 and October 17, 2008, which options expire on April 17, 2017.

(1) As indicated in the Summary Compensation Table above, Mr. Hunter was granted a vesting stock option to purchase up to an aggregate of 250,000 shares of common stock, at an exercise price of $1.25 per share, vesting as to one quarter (that being 62,500 shares) on each of April 17, 2007, October 17, 2007, April 17, 2008 and October 17, 2008, which options expire on April 17, 2017.

(2) As indicated in the Summary Compensation Table above, Mr. Lofberg was granted a restricted stock award under our Stock Incentive Plan at a deemed price of $1.45 per share vesting as follows: (i) one half (50,000 shares) vesting on April 17, 2008 and (ii) the remaining one half (that being the remaining 50,000 shares) vesting on April 17, 2009.

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(3) Mr. Van Tassell was granted a restricted stock award under our Stock Incentive Plan at a deemed price of $1.45 per share vesting as follows: (i) one half (50,000 shares) vesting on April 17, 2008 and (ii) the remaining one half (that being the remaining 50,000 shares) vesting on April 17, 2009.

(4) Consulting fees for services provided.

(5) Mr. Horn was granted a vesting stock option to purchase up to an aggregate of 2,000,000 shares of common stock, at an exercise price of $1.25 per share, vesting as to one quarter (that being 500,000 shares) on each of April 17, 2007, October 17, 2007, April 17, 2008 and October 17, 2008, which options expire on April 17, 2017. Mr. Horn resigned as a director on March 27, 2008.

Under the terms of the plan, an aggregate of 10,000,000 shares of our common stock may be granted to our directors, officers, employees and consultants in the form of options, stock appreciation rights, restricted stock, units or other similar rights. The maximum number of shares that maybe granted to any eligible participant in any calendar year cannot exceed 5,000,000 shares. The plan is administered by a committee consisting of two or more independent directors that have exclusive power and authority over the plan, including in respect of, among other things: (i) interpreting the plan, (ii) determining eligible participants, and (iii) determining the extent of awards made under the plan, and the terms and conditions thereof and the agreements relating to the awards made. The determinations of the plan administrator shall be conclusive and binding.

We do not have employment agreements with or our executive officers or with any of our directors.

The following table sets forth the beneficial shareholdings of persons or entities holding five per cent or more of our common stock, each director, each of our officers and all of our directors and officers as a group. To our knowledge, each person has sole voting and investment power with respect to the shares of common stock shown.

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(1)   The address of our officers and directors is our company's address, which is 666 Burrard Street, Suite 500, Vancouver, British Columbia, Canada V6C 2X8.

(2)   Under Rule 13d-3 of the Exchange Act a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares: (i) voting power, which includes the power to vote or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

(3)   Based on 34,448,176 shares of our common stock issued and outstanding as of April 11, 2008.

(4)   Representing shares underlying options to purchase. Mr. Hunter was granted a vesting stock option to purchase up to an aggregate of 250,000 shares of common stock, at an exercise price of $1.25 per share, vesting as to one quarter (that being 62,500 shares) on each of April 17, 2007, October 17, 2007, April 17, 2008 and October 17, 2008, which options expire on April 17, 2017.

(5)   Representing shares underlying options to purchase. Mr. Phillippe was granted a vesting stock option to purchase up to an aggregate of 50,000 shares of common stock, at an exercise price of $1.25 per share, vesting as to one quarter (that being 12,500 shares) on each of April 17, 2007, October 17, 2007, April 17, 2008 and October 17, 2008, which options expire on April 17, 2017.

(6)   Includes 50,000 shares vesting on April 18, 2008. Mr. Lofberg was granted a restricted stock award under our Stock Incentive Plan at a deemed price of $1.45 per share vesting as follows: (i) one half (50,000 shares) vesting on April 17, 2008 and (ii) the remaining one half (that being the remaining 50,000 shares) vesting on April 17, 2009.

(7)   Includes 50,000 shares vesting on April 18, 2008. Mr. Van Tassell was granted a restricted stock award under our Stock Incentive Plan at a deemed price of $1.45 per share vesting as follows: (i) one half (50,000 shares) vesting on April 17, 2008 and (ii) the remaining one half (that being the remaining 50,000 shares) vesting on April 17, 2009.

In January 2007, we entered into a Letter Agreement with Apofas pursuant to which Apofas granted to us the sole and exclusive Option to acquire, subject to a 2% gross proceeds royalty, a 100% undivided interest in and to five mineral property concession registration interest assets known as the Apofas Properties. Our current President, Peter Löfberg, is a control person of Apofas.

In June 11, 2007, we entered into an Option Agreement with Magnus Minerals OY, pursuant to which the we entered into a joint venture to explore the "Enonkoski area" in Finland primarily for nickel-copper-platinum group elements. Our current President, Peter Löfberg, is a shareholder of Magnus.

In addition, during the year ended December 31, 2007 we:

• paid $NIL (2006: $32,000) for consulting and management fees to former directors and officers;
• paid $332,477 (2006: $42,683) for consulting and management fees and management salaries to current officers and directors;
• paid $NIL (2006: $47,520) for consulting fees to Apofas, a company controlled by our President;
• credited $NIL (2006: $24,000) to other income as forgiveness of debts by a former officer and director;
• paid $111,571 for consulting fees included in mineral property acquisition and exploration expenditures, to Balch Exploration, a company controlled by our Vice-President of Exploration;
• paid $84,124 for consulting fees included in mineral exploration expenditures, to Apofas, a company controlled by our President.

These transactions were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

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Over the past five years, our only promoter has been Cameron Fink, a former director and officer of our company.

(1)           Filed with our Quarterly Report on Form 10-QSB as filed with the SEC on March 14 and May 18, 2005.
(2)           Filed with our Current Report on Form 8-K filed as filed with the SEC on November 30, 2006.
(3)           Filed with our Current Report on Form 8-K filed as filed with the SEC on January 26, 2007.

(4)           Filed with our Current Report on Form 8-K filed as filed with the SEC on January 4, 2008.

(5)           Filed with our Current Report on Form 8-K filed as filed with the SEC on June 13, 2008.
(6)           Filed with our Annual Report on Form 10-KSB as filed with the SEC for the year ended December 31, 2005.

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Audit fees are the aggregate fees billed for professional services rendered by our independent auditors for the audit of our annual financial statements, the review of the financial statements included in each of our quarterly reports on Form 10-QSB and services provided in connection with statutory and regulatory filings or engagements.

Audit related fees are the aggregate fees billed by our independent auditors for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not described in the preceding category.

Tax fees are billed by our independent auditors for tax compliance, tax advice and tax planning.

All other fees include fees billed by our independent auditors for products or services other than as described in the immediately preceding three categories.

Our policy is to pre-approve all audit and permissible non-audit services performed by the independent accountants. These services may include audit services, audit related services, tax services and other services. Pre-approval is generally provided for particular services or categories of services, including planned services, project based services and routine consultants. In addition, we may also pre-approve particular services on a case-by-case basis. We approved all services that our independent accountants provide to us in the past two fiscal years.

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721 - 602 West Hastings Street
Vancouver, B.C., V6B 1P2
Tel: 604-687-3773
Fax: 604-687-3778
E-mail:         vellmer@i-vellmer.ca
* denotes a firm of incorporated professionals

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about 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. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, these financial statements present fairly, in all material respects, the financial position of Finmetal Mining Ltd. as at December 31, 2007 and 2006 and the results of its operations and its cash flows for the years ended December 31, 2007 and 2006 and the period cumulative from inception on September 5, 1997 to December 31, 2007 in conformity with accounting principles generally accepted in the United States of America.

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