AVRUPA MINERALS LTD. (Form: 20FR12G, Received: 06/04/2012 15:44:30)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

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

For the fiscal year ended ______________________

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

For the transition period from ____________ to __________

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

Date of event requiring this shell company report ………………………………

Avrupa Minerals Ltd.

(Exact name of Registrant as specified in its charter)

British Columbia, Canada

(Jurisdiction of incorporation or organization)

Suite 410 – 325 Howe Street, Vancouver, British Columbia, Canada V6C 1Z7

(Address of principal executive offices)

Securities to be registered pursuant to Section 12(b) of the Act:

None

Securities to be registered pursuant to Section 12(g) of the Act:

Common Shares, without par value

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the Company’s classes of capital or common stock as of the close of the period covered by the annual report. 16,103,571 Common Shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

If this report is an annual or a transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 . Yes ¨ No ¨

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 12 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety days. Yes ¨ No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes ¨ No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “ accelerated filer and large accelerated filer ” in Rule 12b-2 of the Exchange Act. Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ¨

International Financial Reporting Standards as issued

Other ¨

by the International Accounting Standards Board x

If “ Other ” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

Item 17 ¨ Item 18 ¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ¨

Page 1 of 111

Index to Exhibits on Page 56

Avrupa Minerals Ltd.

Form 20-F Registration Statement

Table of Contents

Part I

Item 1. Identity of Directors, Senior Management and Advisors

Item 2. Offer Statistics and Expected Timetable

Item 3. Key Information

Item 4. Information on the Company

Item 5. Operating and Financial Review and Prospects

Item 6. Directors, Senior Management and Employees

Item 7. Major Shareholders and Related Party Transactions

Item 8. Financial Information

Item 9. Offer and Listing of Securities

Item 10. Additional Information

Item 11. Disclosures About Market Risk

Item 12. Description of Securities Other than Equity Securities

Part II

Item 13. Defaults, Dividend Arrearages and Delinquencies

Item 14. Modifications of Rights of Securities Holders and Use of Proceeds

Item 15. Controls and Procedures

Item 16. Reserved

Item 16A. Audit Committee Financial Expert

Item 16B. Code of Ethics

Item 16C. Principal Accountant Fees and Services

Item 16D. Exemptions from Listing Standards for Audit Committees

Item 16E. Purchase of Equity Securities by the Issuer and Affiliated Purchasers

Item 16F. Change in Registrant’s Certifying Accountant

Item 16G. Corporate Governance

Item 16H. Mine Safety Disclosure

Part III

Item 17. Financial Statements

Item 18. Financial Statements

Item 19. E xhibits

Signature Page

111

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METRIC EQUIVALENTS

For ease of reference, the following factors for converting metric measurements into imperial equivalents are provided:


To Convert from Metric	To Imperial	Multiply by

Hectares	Acres	2.471
Meters	Feet (ft.)	3.281
Kilometers (km)	Miles	0.621
Tonnes	Tons (2000 pounds)	1.102
Grams/tonne	Ounces (troy/ton)	0.029

INTRODUCTION

Avrupa Minerals Ltd. (Avrupa or the “Company”) was incorporated on January 23, 2008 under the Business Corporations Act of British Columbia under the name Everclear Capital Ltd. The Company became a Capital Pool Corporation ("CPC") on September 2, 2008. On July 7, 2010, the Company changed its name and on July 13, 2010, the Company completed its qualifying transaction.

BUSINESS OF AVRUPA MINERALS LTD.

Avrupa is a mineral company engaged in the acquisition and exploration of mineral properties.

There are no known proven reserves of minerals on Avrupa’s properties. All of the Company's properties are currently at the exploration stage. The Company does not have any commercially producing mines or sites, nor is the Company in the process of developing any commercial mines or sites. The Company has not reported any revenue from operations since incorporation. As such, Avrupa is defined as an “exploration-stage company”.

FINANCIAL AND OTHER INFORMATION

In this Registration Statement, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (“CDN$” or “$”). The Government of Canada permits a floating exchange rate to determine the value of the Canadian Dollar against the U.S. Dollar (US$).

FORWARD-LOOKING STATEMENTS

Certain statements in this document constitute “forward-looking statements”. Some, but not all, forward-looking statements can be identified by the use of words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” and “intend,” statements that an action or event “may,” “might,” “could,” “should,” or “will” be taken or occur, or other similar expressions. Although the Company has attempted to identify important factors that could cause actual results to differ materially from expected results, such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Registrant, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: the risks associated with outstanding litigation, if any, risks associated with project development; the need for additional financing; operational risks associated with mining and mineral processing; fluctuations in metal prices; title matters; uncertainties and risks related to carrying on business in foreign countries; environmental liability claims and insurance; reliance on key personnel; the potential for conflicts of interest among certain officers, directors or promoters of the Registrant with certain other projects; the absence of dividends; currency fluctuations; competition; dilution; the volatility of the Registrant’s common share price and volume; and tax consequences to U.S. Shareholders. We are obligated to keep our information current and revise any forward-looking statements because of new information, future events or otherwise.

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Part I

Item 1. Identity of Directors, Senior Management and Advisors

Table No. 1

Company Officers and Directors


Name	Position	Business Address
Paul W. Kuhn	CEO, President and Director	325 Howe Street Suite 410 Vancouver, B.C. V6C 1Z7

Winnie Wong	Chief Financial Officer and Corporate Secretary	325 Howe Street Suite 410 Vancouver, B.C. V6C 1Z7

Gregory E. McKelvey	Director	325 Howe Street Suite 410 Vancouver, B.C. V6C 1Z7

Donald E. Ranta	Director	325 Howe Street Suite 410 Vancouver, B.C. V6C 1Z7

Mark T. Brown	Director	325 Howe Street Suite 410 Vancouver, B.C. V6C 1Z7

The Company’s auditor is DeVisser Gray LLP, Chartered Accountants, 401 - 905 West Pender Street, Vancouver, British Columbia, Canada, V6C 1L6. DeVisser Gray LLP has been auditor of the Company since inception.

Item 2. Offer Statistics and Expected Timetable

Not Applicable

Item 3. Key Information

As used within this Annual Report, the terms “Avrupa”, “the Company”, “Issuer” and “Registrant” refer collectively to Avrupa Minerals Ltd., its predecessors, subsidiaries and affiliates.

SELECTED FINANCIAL DATA

The selected financial data of the Company for the Year Ended December 31, 2011, and the Eight-Month Period ended December 31, 2010 were derived from the financial statements of the Company which have been audited by DeVisser Gray LLP, Chartered Accountants, as indicated in its audit reports which are included elsewhere in this Registration Statement.

The selected financial data should be read in conjunction with the financial statements and other financial information included elsewhere in the Registration Statement.

The Company has not declared any dividends on its common shares since incorporation and does not anticipate that it will do so in the foreseeable future. The present policy of the Company is to retain future earnings, if any, for use in its operations and the expansion of its business.

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Table No. 2 is derived from the financial statements of the Company, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.

Table No. 2

Selected Financial Data

(CDN$ in 000, except per share data)


	Year Ended 12/31/11	Eight Months Ended 12/31/10	Year Ended 4/30/10	Year Ended 4/30/09

Total Revenues	$0	$0	$0	$0
Loss before Other Items	$866,591	$701,886	$29,564	$82,744
Net Loss	$2,117,206	$1,043,097	$27,526	$73,815
Comprehensive Loss	$2,108,559	$1,055,052	$27,526	$73,815
Loss Per Share	$0.13	$0.08	$0.01	$0.03
Dividends Per Share	$0	$0	$0	$0
Wtg. Avg. Shares (000)	16,104	12,453	3,050	2,475
Working Capital	$695,918	$3,019,837	$353,322	$380,848
Exploration and Evaluation Assets	$876,507	$876,507	$0	$0
Long-Term Debt	$0	$0	$0	$0
Shareholder’s Equity	$1,591,904	$3,912,523	$353,322	$380,848
Total Assets	$1,781,370	$4,098,353	$454,105	$387,929

In this Registration Statement, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (CDN$).

Table No. 3 sets forth the rate of exchange for the Canadian Dollar at the end of the four most recent annual periods December 31 ^st , the average rates for the period, and the range of high and low rates for the period.

For purposes of this table, the rate of exchange means the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York. The table sets forth the number of Canadian dollars required under that formula to buy one U.S. Dollar. The average rate means the average of the exchange rates on the last day of each month during the period.

Table No. 3

Canadian Dollar/U.S. Dollar


Period	Average	High	Low	Close

Year Ended 12/31/11	$ 0.99	$ 1.06	$ 0.94	$ 1.02
Eight Month-Period Ended 12/31/10	1.03	1.08	1.00	1.00
Year Ended 4/30/10	1.07	1.20	1.00	1.01
Year Ended 4/30/09	1.14	1.29	0.98	1.21

Month Ended 4/30/12	$ 0.99	$ 1.00	$ 0.98	$ 0.98
Month Ended 3/31/12	0.99	1.00	0.99	1.00
Month Ended 2/29/12	1.00	1.00	0.99	1.00
Month Ended 1/31/12	1.02	1.03	1.00	1.00
Month Ended 12/31/11	1.02	1.04	1.01	1.02
Month Ended 11/30/11	1.02	1.05	1.00	1.03

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Statement of Capitalization and Indebtedness

Table No. 4

Capitalization and Indebtedness


	Amount Authorized	Amount Outstanding as of December 31, 2011

Common Shares	Unlimited	16,103,571 shares

Common Share Options	10% of issued and Outstanding Common Shares	1,110,000 options
Finder’s Options		604,060 options
Common Share Purchase Warrants		6,339,284 warrants
Capital Leases		Nil
Guaranteed Debt		Nil
Secured Debt		Nil

Reasons for the offer and use of proceeds

Not applicable.

Risk Factors

An investment in the Common Shares of the Company must be considered speculative due to the nature of the Company’s business and the present stage of exploration and development of its non producing mineral properties. In particular, the following risk factors apply:

Risks Associated with Mineral Exploration

The Company is engaged in the mineral exploration business, which is highly speculative and has certain inherent risks which could have a negative effect on the Company

Mineral exploration is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits which, though present, are insufficient in quantity and quality to return a profit from production. The marketability of minerals acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environment protection, the combination of which factors may result in the Company not receiving an adequate return on investment capital.

All of the Company's mineral properties are at the exploration stage and all of the Company's exploration expenditures may be lost

The Company is at the exploration stage on all of its properties and substantial additional work and expenditures will be required in order to determine if any economic deposits occur on the Company’s properties. Mineral exploration is highly risky, and most exploration properties do not contain any economic deposits of minerals. If a property is determined to not contain any economic reserves of minerals, the entire amount spent on exploration will be lost.

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The mineral industry is highly competitive

The Company will be required to compete in the future directly with other corporations that may have greater resources. Such corporations could outbid the Company for potential projects or produce minerals at lower costs which would have a negative effect on the Company’s operations.

Commodity prices may not support corporate profit

The resource industry in general is intensely competitive and there is no assurance that, even if commercial quantities of minerals are discovered and developed, a profitable market will exist for the sale of same. Factors beyond the control of the Company may affect the marketability of any minerals discovered. The price of natural resources are volatile over short periods of time, and is affected by numerous factors beyond the control of the Company, including international economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates and global or regional consumption patterns, speculative activities and increased production. If the Company is unable to economically produce minerals from its projects, it would have a negative effect on the Company’s financial condition, or require the Company to cease operations altogether.

The Company's mineral exploration activities are subject to substantial government regulatory requirements

Exploration operations are affected by various government regulations relating to resource operations, including the acquisition of land, pollution control and environmental protection, waste disposal and toxic substances, and safety. Changes in these regulations or in their application are beyond the control of the Company and may adversely affect its operations, business and results of operations. The requirements to comply with these regulations may result in increased costs, as well as delays in obtaining the permits required to conduct operations. Failure to comply with the conditions set out in any permit or failure to comply with the applicable statutes and regulations may result in orders to cease or curtail operations or to install additional equipment. The Company may be required to compensate those suffering loss or damage by reason of its operating or exploration activities.

On the Federal, Provincial/Territorial and State level, the Company must comply with exploration permitting requirements which require sound operating and reclamation plans to be approved by the applicable government body prior to the start of exploration. Depending upon the type and extent of the exploration activities, the Company may be required to post reclamation bonds and/or assurances that the affected areas will be reclaimed. If the reclamation requires funds in addition to those already allocated, the Company could be forced to pay for the extra work and it could have a significant negative effect upon the Company’s financial position and operations.

The Company’s title to its properties may be disputed by third parties which could result in the loss of title to its properties

The Company has only done a preliminary title survey of its exploration properties in accordance with industry standards. These procedures do not guarantee the Company’s title and therefore, in accordance with the laws of the jurisdictions in which these properties are situated, their existence and area could be in doubt. Unregistered agreements or transfers, or native land claims, may affect title. If title is disputed, the Company will have to defend its ownership through the courts, which would likely be an expensive and protracted process and have a negative effect on the Company’s operations and financial condition. In the event of an adverse judgment, the Company would lose its property rights.

Risks Relating to the Financing of the Company

The Company will require additional financing which could result in substantial dilution to existing shareholders

The Company, while engaged in the business of mineral exploration, is dependent on additional financing for planned exploration programs as outlined herein. Management anticipates being able to raise the necessary funds by means of equity financing. The ongoing exploration of the Company’s properties is dependent upon the Company’s ability to obtain financing through the joint venturing of projects, debt financing, equity financing or other means. Such sources of financing may not be available on acceptable terms, if at all. Failure to obtain such financing may result in delay or indefinite postponement of exploration work on the Company’s exploration properties, as well as the possible loss of its interest in such properties. Any transaction involving the issuance of previously authorized but unissued shares of common stock, or securities convertible into common stock, could result in dilution, possibly substantial, to present

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and prospective holders of common stock. These financings may be on terms less favorable to the Company than those obtained previously.

The Company has a history of net losses and no operational cash flow to sustain operations and does not expect to begin receiving operating revenue in the foreseeable future

None of the Company’s properties have advanced to the commercial production stage and the Company has no history of earnings or cash flow from operations. The Company has paid no dividends on its shares since incorporation and does not anticipate doing so in the foreseeable future. Historically, the only source of funds available to the Company has been through the sale of its common shares. Any future additional equity financing would cause dilution to current stockholders. If the Company does not have sufficient capital for its operations, management would be forced to reduce or discontinue its activities which would likely have a negative effect on the stock price.

Risks Relating to an Investment in the Securities of the Company

The market for the Company’s common stock has been subject to volume and price volatility which could negatively effect a shareholder’s ability to buy or sell the Company’s shares

The market for the common shares of the Company may be highly volatile for reasons both related to the performance of the Company or events pertaining to the industry (e.g. mineral price fluctuation/high production costs/accidents) as well as factors unrelated to the Company or its industry. In particular, market demand for products incorporating resource commodities fluctuate from one business cycle to the next. The Company’s common shares can be expected to be subject to volatility in both price and volume arising from market expectations, announcements and press releases regarding the Company’s business, and changes in estimates and evaluations by securities analysts or other events or factors. In recent years the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly small-capitalization companies such as the Company, have experienced wide fluctuations that have not necessarily been related to the operations, performances, underlying asset values, or prospects of such companies. For these reasons, the price of the Company’s common shares can also be expected to be subject to volatility resulting from purely market forces over which the Company will have no control. Further, despite the existence of a market for trading the Company’s common shares in Canada, stockholders of the Company may be unable to sell significant quantities of common shares in the public trading markets without a significant reduction in the price of the stock.

The Company has a dependence upon key management employees, the loss or absence of which could have a negative effect on the Company’s operations

The Company strongly depends on the business and technical expertise of its management and key personnel, including Chief Executive Officer and President Paul Kuhn and Chief Financial Officer Winnie Wong. There is little possibility that this dependence will decrease in the near term. As the Company’s operations expand, additional general management resources will be required. The Company may not be able to attract and retain additional qualified personnel and this would have a negative effect on the Company’s operations.

Certain officers and directors may have conflicts of interest

Certain of the directors and officers of the Company are also directors and/or officers and/or shareholders of other natural resource companies. While the Company is engaged in the business of acquiring and exploring mineral properties, such associations may give rise to conflicts of interest from time to time. The Directors of the Company are required by law to act honestly and in good faith with a view to the best interests of the Company and to disclose any interest that they may have in any project or opportunity of the Company. If a conflict of interest arises at a meeting of the board of directors, any director in a conflict must disclose his interest and abstain from voting on such matter. In determining whether or not the Company will participate in any project or opportunity, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at the time.

The Company could be deemed a passive foreign investment company which could have negative consequences for U.S. investors

The Company could be classified as a Passive Foreign Investment Company (“PFIC”) under the United States tax code. If the Company is declared a PFIC, then owners of the Company’s Common Stock who are U.S. taxpayers generally will be required to treat any so-called "excess distribution" received on its common shares, or any gain

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realized upon a disposition of common shares, as ordinary income and to pay an interest charge on a portion of such distribution or gain, unless the taxpayer makes a qualified electing fund ("QEF") election or a mark-to-market election with respect to the Company’s shares. A U.S. taxpayer who makes a QEF election generally must report on a current basis its share of the Company’s net capital gain and ordinary earnings for any year in which the Company is classified as a PFIC, whether or not the Company distributes any amounts to its shareholders.

U.S. investors may not be able to enforce their civil liabilities against the Company or its directors, controlling persons and officers

It may be difficult to bring and enforce suits against the Company. The Company is a corporation incorporated in Canada under the laws of British Columbia. Three of the Company’s directors and officers are residents outside of the United States and all of the Company’s assets and its subsidiaries are located outside of the United States. Consequently, it may be difficult for United States investors to effect service of process in the United States upon those directors or officers who are not residents of the United States, or to realize in the United States upon judgments of United States courts predicated upon civil liabilities under United States securities laws. There is substantial doubt whether an original action could be brought successfully in Canada against any of such persons or the Company predicated solely upon such civil liabilities under the U.S. Securities Act.

Broker-Dealers may be discouraged from effecting transactions in our common shares because they are considered "Penny Stocks" and are subject to the Penny Stock Rules

Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934, as amended, impose sales practice and disclosure requirements on FINRA broker-dealers who make a market in "a penny stock". A penny stock generally includes any equity security that has a market price of less than US$5.00 per share that is not registered on certain national securities exchanges or quoted on the NASDAQ system. The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in our shares, which could severely limit the market liquidity of the shares and impede the sale of our shares in the secondary market.

Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or "accredited investor" (generally, an individual with net worth in excess of US$1,000,000 or an annual income exceeding US$200,000 in each of the last two years, or US$300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt.

In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the US Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account and information with respect to the limited market in penny stocks.

As a “Foreign Private Issuer”, the Company is exempt from the Section 14 Proxy Rules and Section 16 of the 1934 Securities Act

The submission of proxy and annual meeting of shareholder information (prepared to Canadian standards) on Form 6-K may result is shareholders having less complete and timely data. The exemption from Section 16 rules regarding sales of common shares by insiders may result in shareholders having less data.

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Item 4. Information on the Company

DESCRIPTION OF BUSINESS

Introduction

Avrupa’s executive office is located at:

325 Howe Street, Suite 410, Vancouver, British Columbia, Canada V6C 1Z7

Telephone: (604) 687-3520

Facsimile: 1-888-889-4874

E-Mail: info@avrupaminerals.com

Website: www.avrupaminerals.com

The contact person in Vancouver is Winnie Wong, CFO.

The Company's common shares trade on the TSX Venture Exchange under the symbol "AVU".

The authorized share capital of the Company consists of an unlimited number common shares. As of April 30, 2012, there were 20,603,571 common shares outstanding.

Corporate Background

The Company was incorporated on January 23, 2008 under the Business Corporations Act of British Columbia under the name Everclear Capital Ltd. On July 7, 2010, the Company changed its name to Avrupa Minerals Ltd.

The Company presently has the following subsidiaries:


	% of ownership	Jurisdiction	Nature of operations
MAEPA Empreendimentos Mineiros e Participacoes Lda	100%	Portugal	Exploration
Innomatik Exploration Kosovo LLC	92.5%	Kosovo	Exploration
Avrupa Holdings Ltd.	100%	Barbados	Holding
Avrupa Portugal Holdings Ltd.	100%	Barbados	Holding
Avrupa Kosovo Holdings Ltd.	100%	Barbados	Holding

Currently, the Company conducts mineral exploration in Portugal, Kosovo and Germany.

History and Development of the Business

Avrupa was incorporated on January 23, 2008 under the Business Corporations Act of British Columbia. The Company became a “Capital Pool Company” as defined in the Exchange’s Listing Policy 2.4 and its common shares began trading on the Exchange on September 2, 2008.

As a Capital Pool Company, the principal business of the Company was to identify and evaluate opportunities for the acquisition of an interest in an asset or business and, once identified and evaluated, to negotiate an acquisition or participation subject to receipt of shareholder approval and acceptance for filing by the Exchange. Until the completion of such a Qualifying Transaction (“QT”), as defined under Exchange Listing Policy 2.4, the Company did not carry on any business other than the identification and evaluation of assets or businesses in this connection.

The Company completed its QT on July 13, 2010 to acquire 90% of the issued and outstanding shares in MAEPA Empreendimentos Mineiros e Participacoes Lda., a private Portugese company (“MAEPA”) and (b) 92.5% of the issued and outstanding shares of Innomatik Exploration Kosovo LLC, a private Kosovo company (“Innomatik”). The Company received the final approval from the Exchange for its QT and its common shares resumed trading under its

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current name and trading symbol “AVU.V” as of July 14, 2010. In April 2012, the Company acquired the remaining 10% of MAEPA to own 100%.

The Company, through its holding in MAEPA, holds eight exploration licenses in Portugal, spread from the north to the south in the country. The licenses have been issued to MAEPA by the government of Portugal, and are as follows:

Marateca

Alvalade / Canal Caveira / Ferreira do Alentejo (3 licenses)

Covas

Aljesur (Acquired subsequent to December 31, 2011)

Arga (Acquired subsequent to December 31, 2011)

Alvito (Acquired subsequent to December 31, 2011)

Licenses have varying work commitments, as approved by the government of Portugal, and all licenses carry a 3% NSR, payable to the government of Portugal.

Marateca:

In its acquisition of MAEPA, the Company allocated all of its acquisition cost to the Marateca project as it had been the subject of the NI 43-101 compliant report.

Alvalade / Canal Caveira / Ferreira do Alentejo:

On June 3, 2011, the Company signed a Memorandum of Understanding (“MOU”) with Antofagasta Minerals S.A. (“Antofagasta”) to undertake exploration on the Alvalade project The MOU covers three exploration licenses: Alvalade, Canal Caveira, and Ferriera do Alentejo. Antofagasta completed a US$300,000 initial study of the project. Upon successful completion of the initial study, on December 22, 2011, the Company entered into the Alvalade Joint Venture agreement with Antofagasta whereas the Company granted to Antofagasta the option to acquire an undivided 51% interest in the project, which can be exercised by Antofagasta funding or incurring expenditures of an additional US$4 million over three years. After exercise of the first option, Antofagasta will be granted a further option to acquire an additional 24% interest in the project, for an aggregate 75% undivided interest, by completing and delivering a Feasibility Study on the project to the Company within five years. The Company operates the joint venture through the first option period.

Covas:

The Company, through its 92.5% holding in Innomatik, holds five exploration licenses in Kosovo:

Glavej

Kamenica

Bajgora

Selac

Koritnik (Acquired subsequent to December 31, 2011)

The Glavej and Kamenica licenses were originally issued to Innomatik for two years, but have now been renewed for three years, as required by Kosovo law. Upon renewal, the licenses were reduced in size by 50%. The Bajgora and Selac licenses were newly issued during Q1 2011 for three years. All licenses carry a work commitment, and there is a 2% NSR, payable to the government of Kosovo, attached to each of the licenses.

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Business Overview

The Company currently has interests in mineral exploration projects located in Portugal, Germany and Kosovo. The Company and all of its properties are at the exploration stage. There is no assurance that a commercially viable resource deposit is present on any of the Company’s properties, and additional exploration is required before it is determined if any property is economically and legally viable.

Operations in certain areas are seasonal as the Company cannot conduct certain exploration activities on its properties year-round. The Company is not currently dependent upon market prices for its operations, nor is it dependent upon any patents, licenses or manufacturing processes. The Company’s operations are dependent upon exploration rights and claims as well as the terms of option and/or joint venture agreements on those properties. Please see the individual property descriptions below for the details of each of the Company’s current exploration projects.

Mineral Properties

The Company currently has interests in 12 mineral exploration properties, including 6 properties in Portugal, 5 properties in Kosovo, and 1 property in Germany. All of the Company's properties are currently at the exploration stage.

[AVRUPA20FJUN112V2001.JPG]

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Portugal

The Company through its subsidiary MAEPA, is currently focused in the Portuguese portion of the Iberian Pyrite Belt, a district with over 2,000 years of mining history from at least Roman times.

[AVRUPA20FJUN112V2002.JPG]

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Alvalade JV Project with Antofagasta (including Alvalade, Caveira and Ferreira do Alentejo)

Acquisition and Location

On June 6, 2011, the Company announced that it signed a Memorandum of Understanding (“MOU”) with Antofagasta Minerals S.A. (“Antofagasta”) to undertake exploration for copper-zinc massive sulfide deposits on the Alvalade project.

The agreement covers three Avrupa licenses: Alvalade, Canal Caveira, and Ferriera do Alentejo. The formerly operating Lousal and Caveira copper mines are located within the 1,000 square kilometer project area. Antofagasta completed a US$300,000 Initial Study of the project, which included acquisition of much of the remaining historic data, re-logging of selected drill holes, systematic sampling, and integrated geological and geophysical interpretation of the targeted areas.

Exploration History

At the start of the Initial Study, first-pass review of re-processed regional gravity and magnetics covering the Alvalade license led to the identification of up to ten target areas on the potential Alvalade JV property. The Company has upgraded three of these areas – Aldeia dos Elvas, Monte da Bela Vista, and Azinheira dos Barros – and has defined drill targets in all three areas for the Alvalade Joint Venture. Four more of the target districts need further detailed examination, while the other four areas have been temporarily downgraded, though will be re-visited at a later date. Further first-pass review of recently completed re-processing of regional geophysics, covering the entire three-license block (Canal Caveira, Ferreira do Alentejo, and Alvalade licenses), is continuing.

On October 19, 2011, the Company announced that work completed to date included re-logging of an additional 31 historic drill holes, collection of approximately 250 more samples from the drill core, re-processing of regional gravity and magnetics data, first-pass selection of specific target areas, including the Azinheira dos Barros and Aldeia dos Elvas locations, detailed re-processing of gravity data for the Aldeia area, and 1:10,000-scale geologic mapping and rock chip sampling at Aldeia and Azinheira. Integration of geophysical data, geochemical data, and the results of recent surface work in these two districts suggests the potential for multiple drilling targets in both places.

Upon successful completion of the Initial Study, on December 22, 2011 (announced on January 3, 2012), the Company entered into the Alvalade Joint Venture agreement with Antofagasta, whereas the Company granted to Antofagasta the option to acquire an undivided 51% of the project, which can be exercised by Antofagasta funding or incurring expenditures of an additional US$4 million over three years. After exercise of the first option, Antofagasta will be granted a further option to acquire an additional 24% interest in the project, for an aggregate 75% undivided interest, by completing and delivering a Feasibility Study on the project to the Company within five years. The Company operates the joint venture through the first option period.

Current and Anticipated Exploration

On February 2, 2012, the Company announced the commencement of exploration work in the Portuguese Pyrite Belt under the Alvalade Joint Venture. The budget for work in 2012 has been increased to US$2.5 million and approved by Antofagasta. The work program includes up to 6,000 meters of drilling on various targets in the 1,000 km ² project area.

Marateca

Acquisition

In its acquisition of MAEPA, the Company allocated all of its acquisition cost to the Marateca project as it had been the subject of the NI 43-101 compliant report.

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Exploration History

On August 23, 2011, the Company provided an update for the ongoing Marateca drill project in the Pyrite Belt of southern Portugal. Four holes were completed, though two of these holes did not reach target depth due to difficult drilling conditions in fault zones and silicified rock units. Avrupa commenced the drilling in the Serrinha District on the Marateca license in late 2010 with a planned 3-hole, 1300-meter campaign to upgrade the understanding of two classic massive sulfide targets (São Martinho and Monte de Volta) and one stockwork sulfide target (Serrinha).

The following table details the final status of each hole.


Target area	Hole ID	Planned Depth	Final TD	Comments
São Martinho	SM 11-01	500	400.70	Lost hole; have completed reaming and casing to TD; restarted core drilling, but lost hole in wide fault zone at 400.70 m
Monte de Volta	MV 10-01	500	309.00	Lost hole in fault zone; no decision yet on re-drill
Serrinha	SE 11-01	300	338.80	Reached planned depth, but poor recovery in mineralized target zone at ~ 140-170 meters
Serrinha	SE 11-01A	175	174.40	Re-drill of SE 11-01 to investigate target zone
Totals	4 holes	1475	1222.90

The São Martinho hole was originally drilled to 333.60 meters, before being lost due to difficult drilling conditions. However, the hole was cleaned out and cased to depth, and the Company continued coring towards the geophysical target which lies at a depth of 375-450 meters. Eventually, the hole was again lost in a wide fault zone at 400 meters, without reaching target stratigraphy.

Drilling at the Monte de Volta target halted above the target zone due to inability to penetrate further. Avrupa decided not to attempt to re-drill the hole during the 2011 field season. No decision has been made as to when and how to re-drill either the São Martinho target or the Monte de Volta target.

Avrupa re-drilled the upper portions of the Serrinha hole to collect better samples of the zone of strong alteration and possible mineralization, located at 135.82-184.30 meters in SE 11-01. A fine grained (-80 mesh), pyrite-rich sludge sample that was collected from a potentially mineralized zone, located at 156.80-168.10 meters in SE 11-01, ran 263 ppm silver, 993 ppm copper, 997 ppm tungsten, and 358 ppm zinc. The coarse fraction of the same sample ran 80.7 ppm silver and 1060 ppm tungsten. Core recovery from this interval was less than 5%, and thus the Company collared SE 11-01A, about 10 meters to the southeast of SE 11-01.

The core samples from SE 11-01A are strongly altered, weakly pyritic, and un-mineralized felsic volcanic rocks, while the fine pyrite-rich sludge samples contain up to 77.6 ppm silver, averaging 17.7 ppm silver over the 33-meter collection interval at 141.40-174.40 meters. Copper values are also weakly anomalous up to 437 ppm, as are tungsten results, to 520 ppm. The coarse fraction of the sludge also contains anomalous silver values, ranging up to 48.5 ppm over the same interval. Based on the geochemical results, detailed core logging, and physical appearance of the sludge samples in zones of poor core recovery, it appears that the Serrinha holes intersected a zone of stockwork quartz-pyrite mineralization hosted by strongly altered felsic volcanic rocks.

Current and Anticipated Exploration

The Company plans to further test the Serrinha target with downhole geophysical surveys after completion of the exploratory drilling at Marateca.

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Covas

Location

The Covas tungsten deposit is a ring of tungsten-bearing pyrrhotite skarns that surrounds a 3 kilometer by 2 kilometer presumed buried multiple-intrusion complex, called the Covas Dome.

Exploration History

Previous operators drilled nearly 27,000 meters in 329 drill holes, and Union Carbide, the last major explorer in the district, developed a non 43-101 compliant historic resource of 922,900 thousand metric tonnes @ 0.78% WO ₃ at Covas. Information about the historic Covas tungsten resource comes from NI 43-101 technical report entitled “Covas Tungsten Deposit”, written for Wega Mining ASA by B.J. Price, P. Geo., in 2007. The Company has not completed sufficient work to validate the information, although it is considered to be reliable and relevant. Despite the large amount of drilling, the skarn ring has only been about 40% explored, and only cursory work has been completed in the Dome area.

Joint Venture

On May 18, 2011, the Company announced the signing of an agreement to option out the Covas tungsten project to Blackheath Resources Inc. (“Blackheath”). Under the terms of the agreement, Blackheath has the option to earn a 51% interest in the project by spending € 300,000 in exploration on the project before March 20, 2013, of which € 150,000 is a firm commitment and must be spent by March 20, 2012. Blackheath can then earn an additional 19% by spending a further € 700,000 for a total interest of 70% for total expenditures of € 1,000,000, by March 20, 2014. Blackheath can also earn another 15% for a total interest of 85% by completing a pre-feasibility study (as defined by NI 43-101 regulations) on the property by March 20, 2016.

Current and Anticipated Exploration

On July 12, 2011, the Company announced the results of geological mapping, sampling, and drill targeting in the Covas Dome portion of the Covas W-Au project under the work program funded by Blackheath. The most important result of the work by senior American-based consultant Bill Fuchs, Ph.D., C.P.G., of SFM Micro is the identification of a significant Reduced Intrusion-Related Gold (RIRG) target in the Covas Dome area. The target area lies along a pronounced east-west trending magnetic lineament and presumed structural zone that, at present, measures +900 meters in length by an average of 100 meters in width. The anomalous zone, generally located in an area of thick vegetation and lack of outcrop, is open-ended to both east and west.

The target zone is defined by the occurrence of quartz veining and mild to occasionally moderate development of gossan in and around the veining. Quartz veins contain arsenopyrite and pyrite and/or oxidized versions of arsenic-bearing sulfides. In addition, there is a quartz-muscovite greisen breccia blowout located in the same trend area. All but one of the 44 samples collected in the anomaly area contained detectable gold, with the best result being 10.2 g/t Au. In addition, many samples contained strongly anomalous silver up to 45.2 ppm Ag, overlimit arsenic greater than 10,000 ppm, and highly anomalous bismuth and lead. Soil samples in the same area also carried anomalous tellurium. Of the 44 samples, eight samples (18%) contained gold values greater than 440 ppb, and 18 samples (41%) contained detectable gold values above 100 ppb. The geochemical signature of the rock sampling results is similar to other RIRG’s found in the Tintina Gold Belt of the US and Canada.

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In addition to the discovery of the previously-unknown gold potential at Covas, this season’s work, combined with earlier work completed in 2009, has delineated and upgraded a total of 17 tungsten and now gold targets lying in the Covas Dome and the Skarn Ring prospect areas. Further work, including trenching and several drill holes, will be planned for later in the year after Blackheath has completed its TSXV listing obligations and fund-raising program.

On March 27, 2012, the Company announced that the Government of Portugal has approved and signed a one-year extension to the Covas W-Au exploration license. The permit will be valid until March 20, 2013, and requires a work investment of € 500,000, including up to 2,100 meters of drilling, to fulfill all exploration commitments.

Other Portugal Properties

The Company is also actively exploring in other parts of the country, using its experience-amassed database to review old prospects and districts from new angles and to develop wholly new generative ideas.

The Company has a number of new exploration licenses covering attractive areas around the country. There are also several applications in early-stage processing at the Portuguese Mining Bureau.

Aljesur

The Aljesur exploration license covers 270 square kilometers of land in southwestern Portugal with the target being potential REE and precious metal mineralization related to an alkalic intrusion complex. Copper and zinc stream sediment anomalies from previously-undertaken sampling bracket the western and southwestern margins of the intrusion complex. Analysis for gold in these samples was never requested. In addition, several academic studies of the intrusion from the 1970’s thorough 1990’s note the presence of elevated values of rare earth elements.

Alvito

The Alvito exploration license covers 988 square kilometers of prospectable land straddling the northeastern margin of the Pyrite Belt, adjacent to the Marateca license, and the Ossa Morena zone of southern Portugal. There has been some scattered exploration in the lands covered by the permit, but the Company expects to undertake the initial systematic grassroots program in the region for possible porphyry copper and gold mineralization. The license area also covers extensions of several target areas from the Company’s Marateca license, lying immediately to the west of Alvito.

Arga

The Arga license, covering 28.4 square kilometers, is located in northwestern Portugal, adjacent to the south of the Company’s Covas tungsten property. The Arga area has seen previous mapping and sampling, but no drilling. The property covers gold-silver-arsenic-bearing quartz vein swarms spatially related to a granitic intrusion complex. The regional structure that controls location of the Covas tungsten deposit also localizes the Arga vein systems.

The Company will commence regional-style first pass reconnaissance exploration once the field season begins in earnest. There are already known areas of interest on all three potential properties, and the Company will also concentrate in these places, during the initial work. The goal of the exploration programs on these licenses will be to upgrade the projects to an interest level where they can be considered for single-target or strategic joint ventures with larger companies.

At Arga, there is known surface mineralization that has never been drill-tested, and could possibly be drilled in 2012. At Alvito, the Company will attempt to open up a whole new potential mineral exploration area, with the intent of attracting larger mining companies into the area, as potential JV partners, at an early stage of regional exploration.

The Company continues to actively pursue other possibilities around the country and look for potential JV partners.

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Kosovo

The Company through its subsidiary Innomatik Exploration Kosovo (IEK) has been advancing its prospects in Kosovo towards JV-ready status. The Company is actively searching in Europe and North America for suitable strategic partners to advance the Kosovo program.

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The Company’s Kosovo exploration team has long-term experience with the democratically-elected Kosovo government, with the United Nations and European Union administrators of the pre-independent country, and with the

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metallogeny and mineral deposits of the region. The Company is currently the most active metals’ exploration group in Kosovo. There has been little modern, systematic exploration performed in Kosovo to date, leaving an opportunity for successful prospect and project generation. The Company continues to upgrade its two projects at Kamenica and Glavej, and has identified three other prospective areas covered by the Bajgora, Selac and Koritnik exploration licenses.

All of the Company’s Kosovo properties have outcropping base metal mineralization and/or significant alteration zones. Most of the targets have not been previously drilled and have old workings of perhaps Roman and certainly Saxon age, to possibly early 20 ^th century age in a number of locales.

Kamenica

The Kamenica license was renewed for two years under the new Mining Law. The size of the license was reduced by 50% to approximately 45 km ² . Targets in the Kamenica license are located 2 to 5 kilometers, along strike, from the historic Artana (Novo Brdo) silver/lead/zinc/gold mine. The Artana Mine has operated intermittently since Saxon times in the 12 ^th to 14 ^th centuries. According to recently-acquired UNMIK (United Nations Mission in Kosovo) information, in modern times the Artana Mine has produced 4-5 million metric tonnes of +10% Pb and Zn, 140 g/t Ag, and 1 g/t Au, over its still-continuing operation. Production information was compiled during UNMIK (United Nations Mission in Kosovo) administration of Trepça Mines after the war in Kosovo. The historic production information for the Artana Mine is non - NI 43-101 – compliant, though Avrupa is of the opinion that the information is accurate with respect to available production records.

On February 14, 2012, the Company announced that it completed an initial round of exploratory drilling in late 2011 on the Kamenica license. Two core holes, totaling 382.6 meters, were completed at two separate targets located about three kilometers apart. The most interesting of the two holes, at the Metovic target, intercepted multiple generations of visible Fe-Zn-Pb sulfide mineralization in pervasive disseminations and stockwork quartz veining, hosted by strongly altered, calcareous silt and sandstones over the entire 193.3-meter length of the hole. The hole bottomed in altered quartz diorite porphyry and brecciated quartz diorite containing fragments of the porphyry. The widespread anomalous sulfide mineralization and strong alteration may indicate the presence of a possible large porphyry-style system within the Kamenica license.

The second hole, at the Grbes target, encountered pyritic gneisses from close to the surface to 120 meters depth, followed by sooty, pyritic black shales and graphitic schists to the bottom of the hole at 189.3 meters. These strongly altered rock units do not appear at the surface, and are of an older Vardar formation that has been uplifted in this portion of the exploration area. Further work is necessary to assist in targeting for a possible large mineral system.

Glavej

The Glavej license was also renewed for two years under the new 2010 Kosovo Mining Law. The size of the license was reduced by 50%, according to the law, to 8.1 km ² . The license lies close to the historic, and presently producing, Stan Terg base metal mine, which has operated intermittently for more than 1,000 years, and has reportedly produced more than 35 million metric tonnes of +10% Pb and Zn, and 80 g/t Ag. Production information was compiled during UNMIK (United Nations Mission in Kosovo) administration of Trepça Mines after the war in Kosovo. The historic production information for the Stan Terg Mine is non - NI 43-101 – compliant, though Avrupa is of the opinion that the information is accurate with respect to available production records.

On February 14, 2012, Avrupa announced that it completed a third hole late in 2011 at the Hazelnut Hill target on the Glavej exploration license. The hole intersected iron oxide-rich massive silica and silica breccia over the entire length of the hole to a depth of 139 meters. Anomalous base metal mineralization was present at the very bottom of the hole. Difficult drilling conditions and winter weather curtailed the drill hole before reaching total planned depth.

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Other Kosovo Properties

The Company is also actively exploring in other parts of the country.

Bajgora

The Bajgora property, 76.5 km ² in size, is also located near the Stan Terg Mine in northern Kosovo. The prospect area was originally located by identifying obvious NW-trending Vardar structures intersecting with NE-trending ring shaped volcanic centers and associated caldera migration features. From the metallogenic map of Kosovo, the Company’s geologists recognized the presence of several reported mercury prospects, and then field-checked a lone gold anomaly generated from a regional stream sediment sampling program produced by the Kosovo government. The Company’s own property-wide stream sediment sampling, reconnaissance-style geological mapping, and general prospecting work delineated an 18 km ² area for further interest and follow-up work. During Q4 of 2011, Avrupa applied to the Mining Bureau of Kosovo to reduce the size of the license, in order to better concentrate on the favorable area.

Selac

The Selac Ag-Pb-Zn property is located 45-50 kilometers NNW of the capital Prishtine. The three-year license lies 5-10 kilometers north of the historic, and presently producing, Stan Terg base metal mine. The property covers an area with high potential for identification of new base and precious metal targets. Of immediate interest on the Selac license is the northerly extension of the Pogledalo geological-geochemical-geophysical anomaly, first observed on the Glavej license. Detailed geological mapping and sampling of a 4-6 km ² area of alteration and silicification was completed in Q4. Results of this work indicate several potential drill targets, and follow-up surface work is presently underway.

Koritnik

On February 14, 2012, the Company announced the acquisition of the Koritnik porphyry Cu-Au exploration license in southern Kosovo. The permit covers approximately 76 km ² of copper and gold stream sediment anomalies draining the Sharr-Dragash intrusion complex and surrounding lands.

With five licenses in hand, and all containing surface base metal mineralization, the Company is poised to attract JV partners in a regional-style exploration program, anchored by advanced greenfields exploration projects at Kamenica and Glavej, and by attractive exploration prospects at Bajgora, Selac and Koritnik. The Company is continuing to explore for additional attractive prospects in Kosovo, concentrating on potential copper and gold possibilities. The Company is actively searching for suitable partners in both North America and Europe.

Germany

Oelsnitz

On January 23, 2012, the Company announced the signing of a Memorandum of Understanding (“MOU”) with Beak Consultants GmbH (“Beak”) to explore for gold deposits in the Erzgebirge mining district near Oelsnitz in the Free State of Saxony in eastern Germany. The Company must spend € 140,000 for exploration purpose to gain 85% of Oelsnitz Exploration License, which was issued to Beak on January 12, 2012. The license covers 307.2 square kilometers and has been issued for gold, silver, tin, tungsten, molybdenum, copper, lead, zinc, tellurium, barite and fluorite. Once the Company has earned into the project, the two companies will form a joint venture to explore for gold on the property.

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Item 5. Operating and Financial Review and Prospects

Overview

The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with IFRS. The value of the U.S. Dollar in relationship to the Canadian Dollar was $1.00 on December 31, 2010 and $1.02 on December 31, 2011.

The Company has since inception financed its activities through the issuance of equity. The Company anticipates having to raise additional funds by equity issuance in the next several years, as all of the Company’s properties are at the exploration stage. The timing of such offerings is dependent upon the success of the Company’s exploration programs as well as the general economic climate.

In 2010, the Company changed its financial year end from April 30 to December 31. Set out below is the operating and financial review for the financial year ended December 31, 2011, the financial eight-month period ended December 31, 2010 and the financial year ended April 30, 2010.

Operating Results

For the year ended December 31, 2011 and eight months ended December 31, 2010

During the year ended December 31, 2011, the Company reported a loss of $2,117,206 ($0.13 loss per share) (eight months ended December 31, 2010 - $1,043,097 ($0.08 loss per share)).

Excluding the non-cash share-based payment of $nil (eight months ended December 31, 2010 - $212,410) and depreciation of $10,852 (eight months ended December 31, 2010 - $11,544), the Company’s general and administrative expenses amounted to $855,739 during the year ended December 31, 2011 (eight months ended December 31, 2010 - $477,932). The significant increase in the general and administrative expenses was a result of: a) the Company completed its QT and thus, became an operating company with its own employees and consultants; and b) the Company incorporated its majority-owned subsidiaries’ (MAEPA and Innomatik) operations from the date of acquisition on July 9, 2010. As a result, all costs increased compared to the eight-month period ended December 31, 2010 when it just identified the QT in July 2010.

During the year ended December 31, 2011, the Company expensed exploration costs of $148,241 on Covas, $699,250 on Marateca, $415,482 on Alvalade and $79,229 on other projects in Portugal (eight months ended December 31, 2010 - $109,499 on Covas, $104,088 on Marateca, $66,988 on Alvalade and $451 on other projects) and received cash advance and reimbursement of $178,271 from optionee on Covas and $275,752 from optionee on Alvalade. The Company expensed exploration costs of $56,731 on Glavej, $198,927 on Kamenica, $173,893 on Bajgora, $92,547 on Selac, and $36,670 on other projects in Kosovo (eight months ended December 31, 2010 - $68,542 on Glavej, $87,699 on Kamenica, and $30,085 on Rezhanc, $20,674 on Bajgora and $1,360 on other projects). The Company also expensed exploration costs of $32,650 on Oelsnitz in Germany (eight months ended December 31, 2010 - $nil)

For the year ended April 30, 2010

During the year ended April 30, 2010, the Company reported a loss of $27,526 ($0.01 loss per share).

In fiscal 2010, the Company incurred $29,564 general and administrative expenses, including $7,995 listing and filing fees and $7,734 transfer agent fees.

Since the Company was a CPC, it had no business operations and its corporate expenditures were restricted to costs of raising equity financing, administrative cost to maintain the Company in good standing and costs to identify and evaluate potential business opportunities.

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Liquidity and Capital Resources

As at December 31, 2011, the Company’s working capital was $695,918 (December 31, 2010 - $3,019,837). With respect to working capital, $637,133 was held in cash and cash equivalents (December 31, 2010 - $2,674,521). The decrease in cash and cash equivalents of $2,037,388 was mainly due to its operating activities of $2,351,882, including the $1,933,620 mineral exploration expenses, offset by the $178,271 recovery from Blackheath for reimbursement of exploration costs in Covas and as advancement for future exploration work and the $275,752 advance from Antofagasta for future exploration work on Alvalade.

On March 30, 2011, the Company received $320,000 from Metallica in relation to the sale of the Repparfjord copper property in Norway.

On March 28, 2012, the Company completed a private placement issuing 4,000,000 units (“Units”) at a price of $0.30 per Unit of gross proceeds of $1,200,000. Each Unit consist of one common share and one non-transferable warrant. Each warrant entitles the holder to purchase one additional common share at a price of $0.50 for a period of 24 months. A cash finder’s fee of $55,174 was paid and finder’s warrants, entitling the holders to purchase up to 183,913 Units for a period of 24 months from issue at a price of $0.30 per unit, were issued. Insiders participated in the offering for a total of 303,667 Units.

As of the date of this Registration Statement, the Company has no outstanding commitments. The Company has not pledged any of its assets as security for loans other than € 120,000 ($158,316) cash pledge for its exploration licenses in Portugal and is not subject to any debt covenants.

The Company has financed its operations through the issuance of common shares. The following sales and issuances of common stock have been completed in the last 4 fiscal years.

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Common Share Issuances


Year Ended ⁽¹⁾	Type of Share Issuance	Number of Common Shares Issued	Price	Gross Proceeds
Apr 30, 2009	Seed Shares	1,300,000	$ 0.10	$ 130,000
	Initial Public Offering	1,000,000	0.20	200,000
	Private Placement	750,000	0.20	150,000

Apr 30, 2010	None	-	-	-

Dec 31, 2010	Private Placement	11,428,571	0.35	4,000,000
	Private Placement	1,250,000	0.40	500,000
	Exercise of Agent’s Options	100,000	0.20	20,000
	Settlement of Working Capital Loan	275,000	0.37	-

Dec 31, 2011	None	-	-	-

(1)

In 2010, the Company changed its financial year end from April 30 to December 31. Set out above is a summary of common shares issuance during the Company’s financial year ended December 31, 2011, financial eight-month period ended December 31, 2010 and financial years ended April 30, 2010 and April 30, 2009.

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Year Ended 12/31/2011

As at December 31, 2011, the Company’s working capital was $695,918 (December 31, 2010 - $3,019,837). During the year, Operating Activities used cash of ($2,351,882), including the loss for the year of ($2,335,203). Items not affecting cash include Depreciation of $10,852. Changes in non-cash working capital items include an increase in Receivables of ($15,217), an increase in Prepaid Expenses of ($15,967), a decrease in Other Assets of $17, a decrease in Due to Related Parties of ($24,449), a decrease in Other liabilities of ($70,058) and an increase in Accounts Payable and Accrued Liabilities of $98,143.

Investing Activities provided cash of $306,683. Other receivables provided cash of $320,000 and purchase of Property, Plant and Equipment used cash of ($13,317). There was no cash used or provided by Financing Activities.

Cash and cash equivalents totaled $637,133 at December 31, 2011 compared to cash of $2,674,521 as of December 31, 2010, a decrease of ($2,037,388) during the year.

Eight Months Ended 12/31/2010

As at December 31, 2010, the Company’s working capital was $3,019,837 (April 30, 2010 - $353,322). During the eight months ended December 31, 2010, Operating Activities used cash of ($944,695), including the net loss of the eight-month period ($1,072,740). Items not affecting cash include Share-based Payment of $212,410, Depreciation of $11,544, Gain on Shares Issued for Debt Settlement of ($16,633), and Gain on Write-Off of Loans of ($89,917). Changes in non-cash working capital items include an increase in Receivables of ($74,170), an increase in Prepaid Expenses of ($61,876), a decrease in Other Assets of $18,259, an increase in Due to Related Parties of $180,353, an increase in Other liabilities of $30,687 and a decrease in Accounts Payable and Accrued Liabilities of ($82,612).

Investing Activities used cash of ($790,192). Exploration and evaluation assets used cash of ($183,139), Cash paid in business combination used cash of ($762,890), Cash acquired from business combination provided cash of $157,270, and Property, Plant and Equipment used cash of ($1,433). Financing Activities provided cash of $4,270,447, including $4,500,000 and $20,000 from the issuance of common shares and the exercise of agent’s options, respectively. In addition, Share Issuance Costs used cash of ($249,553).

Cash totaled $2,674,521 at December 31, 2010 compared to cash of $150,916 at April 30, 2010, an increase of $2,523,605.

Year Ended 4/30/2010

As at April 30, 2010, the Company’s working capital was $353,322, compared to working capital of $380,848 at May 1, 2009. With respect to working capital, $150,916 was held in cash and cash equivalents, compared to $384,632 at May 1, 2009.

During the year ended April 30, 2010, Operating Activities provided cash of $32,207, including the net loss of the year ($27,526). Changes in non-cash working capital items include a decrease in Receivables of $1,031, and an increase in Accounts Payable and Accrued Liabilities of $58,702.

Investing Activities used cash of ($150,000) due to the settlement of the Convertible Loan. Financing Activities used cash of $115,923 due to Financing Costs.

Cash totaled $150,916 at April 30, 2010 compared to cash of $384,632 at May 1, 2009, a decrease of ($233,716).

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Critical Accounting Policies and Estimates

Management is required to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On a regular basis, management evaluates its estimates and assumptions. The estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form that basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Basis of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries as follows:


	% of ownership	Jurisdiction	Nature of operations
MAEPA Empreendimentos Mineiros e Participacoes Lda	90%*	Portugal	Exploration
Innomatik Exploration Kosovo LLC	92.5%	Kosovo	Exploration
Avrupa Holdings Ltd.	100%	Barbados	Holding
Avrupa Portugal Holdings Ltd.	100%	Barbados	Holding
Avrupa Kosovo Holdings Ltd.	100%	Barbados	Holding

* In April 2012, the Company acquired the remaining 10% of MAEPA and currently owns 100% interest.

Inter-company balances and transactions, including unrealized income and expenses arising from inter-company transactions, are eliminated in preparing the consolidated financial statements.

Asset acquisitions

Asset Acquisitions that occurred after May 1, 2008 were accounted for in accordance with IFRS 3, Business Combinations (“IFRS 3”) and IAS 27, Consolidated and Separate Financial Statements .

Acquisitions of subsidiaries and businesses are accounted for using the purchase method. The cost of the business combination is measured as the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the Company in exchange for control of the acquire, plus any costs directly attributable to the business combination. The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognized at their fair values at the acquisition date, except for non-current assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5, Non-current Assets Held for Sale and Discontinued Operations , which are recognized and measured at fair value less costs to sell.

Goodwill arising on acquisition is recognized as an asset and initially measured at cost, being the excess of the cost of the business combination over the Company’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognized.

If, after reassessment, the Company’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities exceeds the cost of the business combination, the excess is recognized immediately in profit or loss.

The interest of non-controlling shareholders in the acquiree is initially measured at the non-controlling shareholders’ proportion of the net fair value of the assets, liabilities and contingent liabilities recognized.

Foreign currencies

The Company assess functional currency on an entity by entity basis based on the related fact pattern; however, the presentation currency used in these consolidated financial statements is determined at management’s discretion.

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The currency of the parent company, and the presentation currency applicable to these financial statements, is the Canadian dollar.

Transactions in currencies other than the functional currency are recorded at the rates of the exchange prevailing on dates of transactions. At each financial position reporting date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at each reporting date. Non-monetary items denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

The Company has determined that the functional currency of its subsidiaries in Portugal and Kosovo is the Euros and that the functional currency of its subsidiaries in Barbados is the US dollar. Exchange differences arising from the translation of the subsidiaries’ functional currencies into the Company’s presentation currency are taken directly to the exchange reserve.

Cash and cash equivalents

Cash equivalents include money market instruments which are readily convertible into cash or have maturities at the date of purchase of less than ninety days.

Exploration and evaluation assets and expenditure

Exploration and evaluation expenditure include the costs of acquiring licenses, costs associated with exploration and evaluation activity, and the fair value (at acquisition date) of exploration and evaluation assets acquired in a business combination. Exploration and evaluation expenditure is expensed as incurred except for expenditures associated with the acquisition of exploration and evaluation assets through a business combination or asset acquisition which are recognized as assets. Costs incurred before the Company has obtained the legal rights to explore an area are recognized in the statement of operations.

Capitalized costs, including general and administrative costs, are only allocated to the extent that these costs can be related directly to operational activities in the relevant area of interest where it is considered likely to be recoverable by future exploitation or sale or where the activities have not reached a stage which permits a reasonable assessment of the existence of reserves.

Exploration and evaluation assets are assessed for impairment if (i) sufficient data exists to determine technical feasibility and commercial viability, and (ii) facts and circumstances suggest that the carrying amount exceeds the recoverable amount.

Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area are first tested for impairment and then reclassified to mining property and development assets within property, plant and equipment.

Recoverability of the carrying amount of the exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest.

Property, plant and equipment

Property, plant and equipment (“PPE”) are carried at cost, less accumulated depreciation and accumulated impairment losses.

The cost of an item of PPE consists of the purchase price, any costs directly attributable to bringing the asset to the location and condition necessary for its intended use and an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located.

Depreciation is provided at rates calculated to write off the cost of property, plant and equipment, less their estimated residual value.

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An item of PPE is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on disposal of the asset, determined as the difference between the net disposal proceeds and the carrying amount of the asset, is recognized in profit or loss in the consolidated statement of comprehensive income or loss.

Where an item of plant and equipment comprises major components with different useful lives, the components are accounted for as separate items of plant and equipment. Expenditures incurred to replace a component of an item of property, plant and equipment that is accounted for separately, including major inspection and overhaul expenditures, are capitalized.

Share-based payment transactions

The share option plan allows the Company’s employees and consultants to acquire shares of the Company. The fair value of options granted is recognized as a share-based payment expense with a corresponding increase in equity. An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee.

The fair value is measured at grant date and each tranche is recognized on a graded-vesting basis over the period during which the options vest. The fair value of the options granted is measured using the Black-Scholes option pricing model taking into account the terms and conditions upon which the options were granted. At each financial position reporting date, the amount recognized as an expense is adjusted to reflect the actual number of share options that are expected to vest.

Loss per share

The Company presents the basic and diluted loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted loss per share is determined by adjusting the loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all dilutive potential common shares. In the Company’s case, diluted loss per share is the same as basic loss per share as the effects of including all outstanding options and warrants would be anti-dilutive.

Significant accounting judgments and estimates

The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. The consolidated financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and the revision affects both current and future periods.

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the consolidated statement of financial position date, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

Critical judgments

The analysis of the functional currency for each entity of the Company. In concluding that the Canadian dollar is the functional currency of the parent, management considered both the funds from financing activities and the currency in which goods and services are paid for. The functional currency of its subsidiaries in Portugal and Kosovo is the Euros and that the functional currency of its subsidiaries in Barbados is the US dollar as management considered the currencies which mainly influence the cost of providing goods and services in those subsidiaries. The Company chooses to report in Canadian dollar as the presentation currency.

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Estimates

the recoverability of amounts receivable and prepayments which are included in the consolidated statements of financial position;

the carrying amount of an asset or cash-generating unit comparing with the recoverable amount to assess the impairment loss, if any;

the estimated useful lives of property, plant and equipment which are included in the consolidated statements of financial position and the related depreciation included in the consolidated statements of comprehensive loss;

the estimated values of the exploration and evaluation assets which are recorded in the consolidated statements of financial position;

the inputs used in accounting for share purchase option expense in the consolidated statements of comprehensive loss;

the provision for income taxes which is included in the consolidated statements of comprehensive loss and composition of deferred income tax assets and liabilities included in the consolidated statements of financial position at December 31, 2011;

the assessment of indications of impairment of each mineral property and related determination of the net realized value and write-down of those properties where applicable.

Provisions

Provisions are recognized in the consolidated statement of financial position when the Company has a legal or constructive obligation as a result of past events, and it is probable that an outflow of economic benefit will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

Financial instruments

Financial assets

The Company classifies its financial assets into one of the following categories, depending on the purpose for which the asset was acquired. The Company's accounting policy for each category is as follows:

Fair value through profit or loss - This category comprises derivatives, or assets acquired or incurred principally for the purpose of selling or repurchasing it in the near term. They are carried in the statements of financial position at fair value with changes in fair value recognized in the consolidated statements of comprehensive loss.

Loans and receivables - These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are carried at cost less any provision for impairment. Individually significant receivables are considered for impairment when they are past due or when other objective evidence is received that a specific counterparty will default.

Held-to-maturity investments - These assets are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Company's management has the positive intention and ability to hold to maturity. These assets are measured at amortized cost using the effective interest method. If there is objective evidence that the investment is impaired, determined by reference to external credit ratings and other relevant indicators, the financial asset is measured at the present value of estimated future cash flows. Any changes to the carrying amount of the investment, including impairment losses, are recognized in the consolidated statements of comprehensive loss.

Available-for-sale - Non-derivative financial assets not included in the above categories are classified as available-for- sale. They are carried at fair value with changes in fair value recognized directly in equity. Where a decline in the fair value of an available-for-sale financial asset constitutes objective evidence of impairment, the amount of the loss is removed from equity and recognized in the consolidated statements of comprehensive loss.

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of financial assets is impaired. Different criteria to determine impairment are applied for each category of financial assets, which are described above.

Financial liabilities

The Company classifies its financial liabilities into one of two categories, depending on the purpose for which the asset was acquired. The Company's accounting policy for each category is as follows:

Fair value through profit or loss - This category comprises derivatives, or liabilities acquired or incurred principally for the purpose of selling or repurchasing it in the near term. They are carried in the consolidated statements of financial position at fair value with changes in fair value recognized in the consolidated statements of comprehensive loss.

Other financial liabilities - This category includes promissory notes, amounts due to related parties and accounts payables and accrued liabilities, all of which are recognized at amortized cost.

Impairment of equipment and intangible assets (excluding goodwill)

Equipment and finite life intangible assets are reviewed for impairment if there is any indication that the carrying amount may not be recoverable. If any such indication is present, the recoverable amount of the asset is estimated in order to determine whether impairment exists. Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Any intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired.

An asset’s recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value, using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset or cash generating unit is estimated to be less than its carrying amount, the carrying amount is reduced to the recoverable amount. Impairment is recognized immediately as additional depreciation. Where an impairment subsequently reverses, the carrying amount is increased to the revised estimate of recoverable amount but only to the extent that this does not exceed the carrying value that would have been determined if no impairment had previously been recognized. A reversal is recognized as a reduction in the depreciation charge for the period.

Asset retirement obligation

An obligation to incur restoration, rehabilitation and environmental costs arises when environmental disturbance is caused by the exploration, development or ongoing production of a mineral property interest. Such costs arising for the decommissioning of plant and other site preparation work, discounted to their net present value, are provided for and capitalized at the start of each project to the carrying value of the asset, as soon as the obligation to incur such costs arises. Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value. These costs are charged against profit or loss over the economic life of the related asset, through amortization using either the unit-of-production or the straight line method. The related liability is adjusted for each period for the unwinding of the discount rate and for changes to the current market-based discount rate, amount or timing of the underlying cash flows needed to settle the obligation. Costs for restoration of subsequent site damage which is created on an ongoing basis during production are provided for at their net present values and charged against profits as extraction progresses.

The Company has no material restoration, rehabilitation and environmental costs as the disturbance to date is minimal.

Income taxes

Income tax on the profit or loss for the periods presented comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.

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Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.

Deferred tax is recorded using the consolidated statement of financial position liability method, providing for temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: goodwill not deductible for tax purposes; the initial recognition of assets or liabilities that affect neither accounting or taxable loss; and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted that are expected to apply when temporary difference are expected to settle.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. To the extent that the Company does not consider it probable that a future tax asset will be recovered, it provides a valuation allowance against that excess.

Additional income taxes that arise from the distribution of dividends are recognized at the same time as the liability to pay the related dividend.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

New accounting standards and interpretations

Certain new accounting standards and interpretations have been published that are not mandatory for the December 31, 2011 reporting period. The Company has not early adopted the following new and revised standards, amendments and interpretations that have been issue but are not yet effective:

IFRS 7 (Amended 2010) Disclosures-Transfer of Financial Assets (effective July 1, 2011)

IFRS 9 (Amended 2010) Financial Instruments (effective January 13, 2013)

IFRS 10 (Issued 2011) Consolidated Financial Statements (effective January 2013)

IFRS 11 (Issued 2011) Joint Arrangements (effective January 2013)

IFRS 12 (Issued 2011) Disclosure of Interest in Other Entities (effective January 2013)

IFRS 13 (Issued 2011) Fair value Measurement

IAS 1 (Amended 2011) Presentation of Financial Statements (effective July 1, 2012)

IAS 12 (Amended 2010) Income Tax – Limited Scope Amendment (Recovery of Underlying Assets) (effective January 1, 2012)

IAS 19 (Amended 2011) Employee Benefits (effective January 1, 2013)

IAS 27 (Reissued 2011) Separate Financial Statements (effective January 1, 2013)

IAS 28 (Reissued 2011) Investments in Associates and Joint Ventures (effective January 1, 2013)

The Company anticipates that the application of the above new and revised standards, amendments and interpretations will have no material impact on its results and financial position.

Variation in Operating Results

The Company derives interest income on its bank deposits, which depend on the Company's ability to raise funds.

Management periodically, through the exploration process, reviews results both internally and externally through mining related professionals. Decisions to abandon, reduce or expand exploration efforts is based upon many factors including general and specific assessments of mineral deposits, the likelihood of increasing or decreasing those deposits, land costs, estimates of future mineral prices, potential extraction methods and costs, the likelihood of positive or negative changes to

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the environment, permitting, taxation, labor and capital costs. There cannot be a pre-determined hold period for any property as geological or economic circumstances render each property unique.

The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with IFRS. The value of the Canadian Dollar in relationship to the US Dollar was $1.02 on December 31, 2011.

Research and Development

The Company conducts no Research and Development activities, nor is it dependent upon any patents or licenses.

Trend Information

The Company knows of no trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Company’s operations or financial condition.

Off-Balance Sheet Arrangements

The Company has no Off-Balance Sheet Arrangements.

Tabular Disclosure of Contractual Obligations

As of December 31, 2011, the Company had a total of € 120,000 ($158,316) cash pledged for its exploration licenses in Portugal.

Item 6. Directors, Senior Management and Employees

Table No. 6 lists as of December 31, 2011 the names of the Directors of the Company. The Directors have served in their respective capacities since their election and/or appointment and will serve until the next Annual General Meeting or until a successor is duly elected, unless the office is vacated in accordance with the Articles/By-Laws of the Company. Each director was re-elected at the Annual General meeting held on June 8, 2011.

Table No. 6

Directors


Name	Country of Residence	Age	Date First Elected/Appointed
Paul W. Kuhn	Portugal	56	July 8, 2010
Gregory E. McKelvey (1)	United States	68	January 23, 2008
Donald E. Ranta (1)	United States	69	January 23, 2008
Mark T. Brown (1)	Canada	44	January 23, 2008

(1)

Member of Audit Committee.

Members of the audit committee meet periodically to approve and discuss the annual financial statements and each quarterly report before filing and mailing. The committee operates under a written charter as included in the Company's Management Information Circular dated April 30, 2012. Details of the charter are contained in Item 6, “Board Practices” below.

Table No. 7 lists, as of December 31, 2011, the names of the Executive Officers of the Company. The Executive Officers serve at the pleasure of the Board of Directors. Paul W. Kuhn is a citizen of the United States; Winnie Wong is a citizen of Canada.

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Table No. 7

Executive Officers


Name	Position	Age	Date of Appointment
Paul W. Kuhn	CEO and President	56	July 8, 2010
Winnie Wong	Chief Financial Officer and Corporate Secretary	37	July 8, 2010

Paul W. Kuhn, joined Avrupa in July 2010 after working with Metallica Mining in Oslo, Norway since August 2008. He has more than 30 years of experience in the minerals exploration business in North America, Central Asia and Europe. He earned an A.B. Degree from Dartmouth College, US, in 1978, and an M.S. Degree from the University of Montana, US, in 1983. Mr. Kuhn has worked in a variety of geological terrains, exploring for gold, silver, base metals, uranium, and phosphate deposits, and has spent time as a production geologist in the deep underground mines of the Coeur d`Alene Mining District, historically one of the world’s most important silver districts. Mr. Kuhn has managed successful exploration programs in the US and Turkey, and was involved in a number of base and precious metal discoveries in Turkey, including the Taç and Çorak polymetallic deposits (presently being developed by Mediterranean Resources), the Cerattepe Cu-Au volcanogenic massive sulfide deposit (held by Inmet Mining), the Altıntepe epithermal Au deposit (being developed by Stratex International), the Diyadın Carlin-style Au deposit (developed by Newmont Mining and currently held by Koza Altin), and the Karakartal porphyry Cu-Au deposit (being developed by Anatolia Minerals). Mr. Kuhn was also involved with the original mapping and description of the Çöpler porphyry Au deposit (presently under mine construction and development by Anatolia Minerals).

Gregory E. McKelvey , MS. Geol., served as President/CEO of Animas from July 2007 through August 2011, has more than forty years of extensive, international experience in Latin America, Africa, and Europe in expanding responsibilities for significant mining companies such as Kennecott, Cominco, Homestake, and Phelps Dodge. He also acts as an Adjunct Faculty member at the University of Arizona in their International Center for Mining Health, Safety and Environment and worked for the USGS in Latin America. He has also consulted for Codelco, Phelps Dodge, Newmont Mining, Gerald Metals and Quadra Mining. Mr. McKelvey has successfully directed and led innovative exploration efforts, resulting in the discovery and identification of several major ore deposits. He participated in or led the teams that discovered Sossego (Cu/Au) in Brazil; Sheep Creek (Zn, Cu, Co) in Montana; Spar Lake–Cabinet Mts. (Cu, Ag) in Montana; Sechura, (P2O5) in Peru; extensions of the Punta de Cobre (Cu/Au) deposits in Chile; extensions of ore at Chino (Cu) in New Mexico; the Codelco IOCG discovery in Brazil, and the recent new porphyry copper center at Sierra Gorda in Chile. As the former VP-Exploration Latin America for Phelps Dodge, Mr. McKelvey leads the company including the formulation and implementation for the strategic and tactical exploration plans for the company. From April 2001 to May 2005, he was Managing partner of Global Mine Discovery Partnership LLC and from April 2005 to May 2007, he was a geologic consultant for Quadra Mining, Newmont Gold, Gerald Minerals and Phelps Dodge. Since February 2008, he has been a Director of Rare Element Resources Ltd.; since November 2009, he has been a Director of Redhawk Resources Inc.

Donald E. Ranta is an exploration and development mining executive, experienced in planning, implementing and directing successful exploration and acquisition programs throughout North America, South America, Africa and other international locations. He has extensive experience in generative exploration, project exploration and appraisal, geologic-engineering, economic evaluation, and strategic and business planning. His exploration teams were responsible for the discovery of many of the Santa Gertrudis gold deposits in Sonora, Mexico. In addition, he is a former President and Board member of Society for Mining, Metallurgy and Exploration, Inc. and the current Vice President-Finance and a Board member of American Institute of Mining, Metallurgical and Petroleum Engineers. He holds geological engineering degrees from the University of Minnesota (BS), University of Nevada (MS), and the Colorado School of Mines (PhD). Since October 2007, he has been a Director of Rare Element Resources Ltd.; since September 2008, he has been a Director of Otis Gold Corp.; and since January 2008, he has been a Director of Animas Resources Ltd.

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Mark T. Brown received a Bachelor of Commerce Degree from the University of British Columbia in 1990 and is a member of the Institute of Chartered Accountants of British Columbia. He has been a Chartered Accountant since 1993 and is President of Pacific Opportunity Capital Ltd., a private company which provides small and medium sized companies with financial, equity and management solutions. From 1990 to 1994, he worked with PricewaterhouseCoopers before becoming controller of Miramar Mining Corporation. In 1996, he became controller of Eldorado Gold Corporation where his duties included debt and equity financings, international acquisitions, corporate reporting and system implementation. He also is a former and current officer and director of other public companies. His current officer and directorships include: a Director of Almaden Minerals Ltd., a resource exploration company traded on the TSX and the NYSE Amex; a Director of Animas Resources Ltd., a resource exploration company traded on the TSX Venture Exchange; Chief Financial Officer, Corporate Secretary and a Director of Big Sky Petroleum, an oil and gas exploration company traded on the TSX Venture Exchange; a Director of Estrella Gold Corporation, a mineral exploration company traded on the TSX Venture Exchange; Chief Financial Officer and Corporate Secretary of Galileo Petroleum, an oil and gas company traded on the TSX Venture Exchange; Chief Financial Officer and a Director of Pitchstone Exploration Ltd., a mineral exploration company traded on the TSX Venture Exchange; a Director of Strategem Capital Corporation, a merchant banking company traded on the TSX Venture Exchange; and a Director of Sutter Gold Mining Inc., a mineral exploration company traded on the TSX Venture Exchange.

Winnie Wong received a Bachelor of Commerce Degree (Honours) from Queen’s University in 1996 and is a member of the Institute of Chartered Accountants of British Columbia. She is currently Vice President of Pacific Opportunity Capital Ltd. Her role is to manage the financial administration team and to assist Pacific Opportunity Capital Ltd.’s management group on corporate finance projects. Prior to joining Pacific Opportunity Capital Ltd., Ms. Wong was the controller of Pivotal Corporation, a company providing software, services and support to a variety of businesses. Between 1996 and 1999, Ms. Wong worked with Deloitte & Touche, Chartered Accountants. Ms. Wong acts as the CFO and/or Corporate Secretary for other publicly listed companies such as Animas Resources Ltd. (since July 2007), AQM Copper Inc. (since April 2007), Strategem Capital Corporation (since May 2005), and Estrella Gold Corporation (since October 2011).

No Director and/or Executive Officer has been the subject of any order, judgment, or decree of any governmental agency or administrator or of any court or competent jurisdiction, revoking or suspending for cause any license, permit or other authority of such person or of any corporation of which he or she is a Director and/or Executive Officer, to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining or enjoining any such person or any corporation of which he or she is an officer or director from engaging in or continuing any conduct, practice, or employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security or any aspect of the securities business or of theft or of any felony.

There are no arrangements or understandings between any two or more Directors or Executive Officers, pursuant to which he or she was selected as a Director or Executive Officer. No members of the Board of Directors are related.

COMPENSATION

The Company has no arrangements pursuant to which directors are compensated by the Company for their services in their capacity as directors, or for committee participation. There are no director’s service contracts providing for benefits upon termination of employment.

To assist the Company in compensating, attracting, retaining and motivating personnel, the Company grants incentive stock options under a formal Stock Option Plan which was initially adopted by the directors of the Company on July 29, 2008 and subsequently re-approved by shareholders at every Annual Meeting of shareholders thereafter, up to and including the Annual Meeting on June 8, 2011.

Table No. 8 sets forth the compensation paid to the Company’s executive officers and members of its administrative body during the last three years.

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Table No. 8

Summary Compensation Table

All Figures in Canadian Dollars unless otherwise noted

Name

Fiscal Year (1)

Salary

Options Granted

Other

Compensation

Paul W. Kuhn

CEO, President and Director (2) (3)

Dec 31, 2011

Dec 31, 2010

Apr 30, 2010

$232,418

$101,535

N/A

350,000

N/A

$ 62,864

$ 16,744

N/A

Winnie Wong,

CFO and

Corporate Secretary (4)

Dec 31, 2011

Dec 31, 2010

Apr 30, 2010

N/A

50,000

N/A

$ 106,615

$ 131,344

$ 3,000

Mark T. Brown, Director

Former CEO and President (5)

Dec 31, 2011

Dec 31, 2010

Apr 30, 2010

N/A

50,000

N/A

Gregory E. McKelvey,

Director (6)

Dec 31, 2011

Dec 31, 2010

Apr 30, 2010

N/A

50,000

N/A

$10,502

N/A

Donald E. Ranta,

Director

Dec 31, 2011

Dec 31, 2010

Apr 30, 2010

N/A

50,000

N/A

(1)

In 2010, the Company changed its financial year end from April 30 to December 31. Set out above is a summary of compensation paid during the Company’s financial year ended December 31, 2011, financial eight-month period ended December 31, 2010 and financial year ended April 30, 2010.

(2) “Other Compensation” for Paul W. Kuhn is for housing allowance and school fees.

(3) Paul W. Kuhn’s salary is paid in Euros. The dollar amounts are calculated based on a conversion rate of Euros to Canadian dollars as at the average rate of the year.

(4) POC, a company of which Winnie Wong is the Vice President, charged a total of $106,615, $131,344 and $3,000 for rent and accounting and management fees for a team of four people during financial year ended December 31, 2011, financial eight-month period ended December 31, 2010 and financial year ended April 30, 2010, respectively.

(5) Mark T. Brown resigned as Chief Executive Officer and President on July 8, 2010 and Paul W. Kuhn was appointed Chief Executive Officer and President.

(6)

“Other Compensation” for Gregory E. McKelvey is for consulting fees.

No funds were set aside or accrued by the Company during 2011 to provide pension, retirement or similar benefits for Directors or Executive Officers.

Board Practices

The Board of Directors’ mandate is to manage or supervise the management of the business and affairs of the Company and to act with a view to the best interests of the Company. The Company’s corporate governance practices are the responsibility of the Board.

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Management has been delegated the responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying out the Company's business in the ordinary course, evaluating business opportunities, recruiting staff and complying with applicable regulatory requirements. The Board facilitates its independent supervision over management by reviewing and approving long-term strategic, business and capital plans, material contracts and business transactions, all debt and equity financing transactions. Through its Audit Committee, the Board examines the effectiveness of the Company's internal control processes. The Board reviews and sets executive compensation and recommends incentive stock options.

The Board facilitates its exercise of independent supervision over management by ensuring that a majority of its members are independent of the Company. Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A "material relationship" is a relationship which could, in the view of the Company's Board, be reasonably expected to interfere with the exercise of a director's independent judgment. Currently, the only non-independent director is Paul W. Kuhn, as he serves as CEO and President of the Company.

The Board considers its size each year when it considers the number of directors to recommend to the shareholders for elections at the annual meeting of shareholders, taking into account the number required to carry out the Board's duties effectively and to maintain a diversity of views and experience. At the Annual General Meeting of Shareholders held on June 8, 2011, shareholders approved the resolution to set the current Board at 4 members. The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, if there is a change in the number of directors required by the Company, this policy will be reviewed. When new directors are appointed, they receive orientation on the Company's business, current projects and the industry. Board meetings may also include presentations by the Company's management and employees to give the directors additional insight into the Company's business.

The Board has found that the fiduciary duties placed on individual directors by the Company's governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual directors' participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

Audit Committee

The Company's Audit Committee operates under a written charter which is reviewed by the Board of Directors on an annual basis. A copy of the current Audit Committee Charter was included in the Company’s Management Information Circular dated April 30, 2012.

The Audit Committee’s primary functions are to assist the Board of Directors (the "Board") in fulfilling its financial oversight responsibilities with respect to financial reporting and disclosure requirements; ensure that an effective risk management and financial control framework has been implemented by management of the Company; and be responsible for external and internal audit processes.

Composition

The Audit Committee shall be composed of a minimum of three members of the Board of Directors, a majority of whom are independent. All members of the Audit Committee shall be financially literate. Financial literacy is the ability to read and understand a balance sheet, income statement and cash flow statement that present a breadth and level of complexity comparable to the Corporation’s financial statements.

Members shall serve one-year terms and may serve consecutive terms, which are encouraged to ensure continuity of experience. The Chairperson shall be appointed by the Board of Directors for a one-year term, and may serve any number of consecutive terms.

Meetings

The Audit Committee shall meet at least four times per year and may call special meetings as required. A quorum at meetings of the Audit Committee shall be its Chairperson and one of its other members or the Chairman of the Board of Directors. The Audit Committee may hold its meetings, and members of the Audit Committee may attend meetings, by telephone conference if this is deemed appropriate.

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The Chairperson shall, in consultation with management and the external auditor and internal auditor (if any), establish the agenda for the meetings and ensure that properly prepared agenda materials are circulated to the members with sufficient time for study prior to the meeting. The external auditor will also receive notice of all meetings of the Audit Committee. The Audit Committee may employ a list of prepared questions and considerations as a portion of its review and assessment process.

The minutes of the Audit Committee meetings shall accurately record the decisions reached and shall be distributed to Audit Committee members with copies to the Board of Directors, the Chief Executive Officer, the Chief Financial Officer and the external auditor.

Responsibilities

Primary responsibility for the Company’s financial reporting, accounting systems and internal controls is vested in senior management and is overseen by the Board of Directors. The Audit Committee is a standing committee of the Board of Directors established to assist it in fulfilling its responsibilities in this regard. The Audit Committee shall have responsibility for overseeing management reporting on internal controls. While it is management’s responsibility to design and implement an effective system of internal control, it is the responsibility of the Audit Committee to ensure that management has done so.

The Audit Committee reviews interim and annual audited financial statements and related management’s discussion and analysis (“MD&A”), including any letter to shareholders and related press releases, and recommend their approval to the Board of Directors, after discussing matters such as the selection of accounting policies (and changes thereto), major accounting judgments, accruals and estimates with management and the external auditor. The Committee reviews, prior to their presentation to the Board of Directors and their release, all material financial information required by securities legislation and policies; enquires about potential claims, assessments and other contingent liabilities; and periodically reviews with management, depreciation and amortization policies, loss provisions and other accounting policies for appropriateness and consistency. The Committee shall review to ensure to its satisfaction that adequate procedures are in place for the review of the Company’s disclosure of financial information extracted or derived from the Company’s financial statements and will periodically assess the adequacy of those procedures.

The Company's external auditor must report directly to the Audit Committee, which is directly responsible for overseeing the work of the external auditor including the resolution of disagreements between management and the external auditor regarding financial reporting. The Audit Committee shall implement structures and procedures to ensure that it meets with the external auditor on at least annually in the absence of management. The Committee recommends to the Board of Directors the external auditor to be nominated, and recommends the compensation of the external auditor's engagement. Any engagements for non-audit services to be provided by the external auditor will be reviewed and pre-approved by the Committee, including estimated fees, and will consider the impact on the independence of the external auditor.

The Committee will review with management and with the external auditor any proposed changes in major accounting policies, the presentation and impact of significant risks and uncertainties, and key estimates and judgments of management that may be material to financial reporting. It will obtain reasonable assurance from discussions with and/or reports from management, and reports from external auditors that accounting systems are reliable and that the prescribed internal controls are operating effectively for the Company and its subsidiaries and affiliates. The Committee will direct the external auditor’s examinations to particular areas, and review control weaknesses identified by the external auditor, together with management's response.

In fulfilling its responsibilities, the Audit Committee shall have unrestricted access to the Company’s personnel and documents and will be provided with the resources necessary to carry out its responsibilities. It will have direct communication channels with the internal auditor (if any) and the external auditor to discuss and review specific issues, as appropriate. The Committee shall have the authority to engage independent counsel and other advisors as it determines necessary to carry out its duties, and will establish the compensation to be paid to any advisors employed by the Audit Committee and such compensation shall be paid by the Company as directed by the Audit Committee.

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The Audit Committee shall establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. On an annual basis, prior to public disclosure of its annual financial statements, the Committee will ensure that the external auditor has entered into a participation agreement and has not had its participant status terminated, or, if its participant status was terminated, has been reinstated in accordance with the Canadian Public Accountability Board (“CPAB”) bylaws and is in compliance with any restriction or sanction imposed by the CPAB .

The current Audit Committee members are Gregory E. McKelvey (Director), Mark T. Brown (Director), and Donald E. Ranta (Director).

Staffing

The Company currently has 7 employees (of which 3 are located in Portugal and 4 in Kosovo) and 2 executive officers. Management, administrative and secretarial functions are provided by Pacific Opportunity Capital Ltd., a private company of which Mark T. Brown, a director of the Company, is the president and director. Mineral Exploration, including geological services and field work, are performed by management and contactors on an as needed basis.

Share Ownership

Table No. 9 lists, as of April 30, 2012, Directors and Executive Officers who beneficially own the Registrant's voting securities and the amount of the Registrant's voting securities owned by the Directors and Executive Officers as a group.

Table No. 9

Shareholdings of Directors and Executive Officers


Title of Class	Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class

Common	Paul W. Kuhn (1)	645,000	2.85%
Common	Winnie Wong (2)	230,000	1.02%
Common	Gregory E. McKelvey (3)	349,966	1.55%
Common	Donald E. Ranta (4)	271,683	1.20%
Common	Mark T. Brown (5)	2,018,668	8.92%

	Total Directors/Officers	3,515,317	15.53%


(1)	485,000	Represent currently exercisable stock options.
	45,000	Represent currently exercisable share purchase warrants.
(2)	130,000	Represent currently exercisable stock options.
(3)	125,000 48,766	Represent currently exercisable stock options. Represent currently exercisable share purchase warrants.
(4)	125,000 15,561	Represent currently exercisable stock options. Represent currently exercisable share purchase warrants.
(5)	130,000 392,834	Represent currently exercisable stock options. Represent currently exercisable share purchase warrants.

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Based upon 20,603,571 common shares outstanding as of April 30, 2012, share purchase warrants and Stock options held by each beneficial holder exercisable within sixty days as detailed in Table No. 14 “Stock Options Outstanding” below.

Item 7. Major Shareholders and Related Party Transactions

The Registrant is a publicly owned Canadian corporation, the shares of which are owned by U.S. residents, Canadian residents and other foreign residents. The Registrant is not controlled by another corporation as described below. The Company's common shares are issued in registered form and the following information is taken from the records of Equity Financial Trust Company, 1185 Georgia Street, Suite 1620, Vancouver, British Columbia V6E 4E6.

On April 30, 2012 the shareholders' list for the Company's common shares showed 41 registered shareholders, including depositories, and 20,603,571 common shares issued and outstanding. Of the total registered non-depository shareholders, 18 are resident in Canada holding 15,085,677 common shares, or 73.2% of the total issued and outstanding; 18 shareholders are resident in the United States holding 2,653,894 common shares, or 12.9% of the issued and outstanding, and 5 shareholders are resident of other nations holding 2,864,000 common shares, or 13.9% of the issued and outstanding.

The Company is aware of two persons/companies who beneficially own 5% or more of the Registrant's voting securities. Table No. 10 lists as of April 30, 2012, persons and/or companies holding 5% or more beneficial interest in the Company’s outstanding common stock.

Table No. 10

5% or Greater Shareholders


Title of Class	Name of Owner	Amount and Nature of Beneficial Ownership	Percent of Class

Common	Ernesto Echavarria (1)	2,508,000	11.08%
Common	Mark T. Brown (2)	2,018,668	8.92%

(1)

534,000

Represent currently exercisable share purchase warrants.

(2)

130,000

392,834

Represent currently exercisable stock options.

Represent currently exercisable share purchase warrants.

Based upon 20,603,571 shares outstanding as of April 30, 2012, share purchase warrants and Stock options held by each beneficial holder exercisable within sixty days as detailed in Table No. 14 “Stock Options Outstanding” below.

No shareholders of the Company have different voting rights from any other shareholder.

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RELATED PARTY TRANSACTIONS

The Company had the following related party transactions in the year ended December 31, 2011, the eight months ended December 31, 2010, and the year ended April 30, 2010:


	Services	Year Ended December 31, 2011	Eight Months Ended December 31, 2010	Year Ended April 30, 2010	As at December 31, 2011	As at December 31, 2010	As at April 30, 2010
Amounts due to:
Pacific Opportunity Capital Ltd. (a)	Rent, management and accounting services	$106,615	$131,344	$6,000	$8,657	$11,531	$525
Paul W. Kuhn	Consulting, housing allowance and school payment	$295,282	$201,811	$Nil	$7,986	$12,142	$Nil
Peter Merkel (b)(d)	Loan interest	$Nil	$13,820	$Nil	$Nil	$Nil	$Nil
Paul L. Nelles (b)	Salaries	$91,333	$69,274	$Nil	$Nil	$Nil	$Nil
Michael Diehl (b)	Salaries	$144,658	$51,918	$Nil	$Nil	$Nil	$Nil
Mineralia (c)	Consulting	$219,532	$147,877	$Nil	$Nil	$17,419	$Nil
TOTAL:					$16,643	$41,092	$525

Amounts due from:
Adriano Barros	Retaining 10% interest in MAEPA	$Nil	$Nil	$Nil	$5,937	$Nil	$Nil

(a)

Pacific Opportunity Capital Ltd., a company controlled by a director of the Company.

(b)

Peter Merkel, Paul L. Nelles and Michael Diehl are non-controlling shareholders of Innomatik.

(c)

Mineralia, a private company partially owned by Adriano Barros, a non-controlling shareholder and general manager of MAEPA.

(d)

Peter Merkel received 275,000 common shares at a fair value of $0.37 price ($101,750) to settle the working capital loan and the interests owing to him in the amount of € 88,385 ($118,383).

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Item 8. Financial Information

The financial statements as required under Item #17 are attached hereto and found immediately following the text of this Annual Report. The audit report of DeVisser Gray LLP, Chartered Accountants, is included herein immediately preceding the financial statements and schedules.

Current Legal Proceedings

The Company knows of no material, active or pending, legal proceedings against them; nor is the Company involved as a plaintiff in any other material proceeding or pending litigation. The Company knows of no active or pending proceedings against anyone that might materially adversely affect an interest of the Company.

Dividends

The Company has not declared any dividends on its common shares since inception and does not anticipate that it will do so in the foreseeable future. The present policy of the Company is to retain future earnings, if any, for use in its operations and the expansion of its business.

Item 9. Offer and Listing of Securities

As of December 31, 2011, the end of the Company's most recent fiscal year, the authorized capital of the Company consisted of an unlimited number of Common Shares without par value. There were 16,103,571 Common Shares issued and outstanding as of December 31, 2011 and 20,603,571 Common Shares issued and outstanding as of April 30, 2012.

NATURE OF TRADING MARKET

The Company's common shares trade on the TSX Venture Exchange in Vancouver, British Columbia, Canada under the stock symbol is “AVU”. The CUSIP number is 05453A108 . The Company's common shares are not registered to trade in the United States in the form of American Depository Receipts (ADR's) or similar certificates.

Table No. 11 lists the volume of trading and high, low and closing sale prices on the TSX Venture Exchange for the Company's common shares for:

each of the last six months ending April 30, 2012;

each of the last eight fiscal quarters ending the three months ended December 31, 2011; and

each of the last three annual reporting period, being the years ended December 31, 2011, the eight-month period ended December 31, 2010, and the year ended April 30, 2010.

The Company was incorporated on January 23, 2008 under the Business Corporations Act of British Columbia. The Company became a “Capital Pool Company” as defined in the Exchange’s Listing Policy 2.4 and its common shares began trading on the Exchange on September 2, 2008. The Company completed its Qualifying Transaction (“QT”) on July 13, 2010 to acquire 90% of the issued and outstanding shares in MAEPA Empreendimentos Mineiros e Participacoes Lda., a private Portugese company (“MAEPA”) and (b) 92.5% of the issued and outstanding shares of Innomatik Exploration Kosovo LLC, a private Kosovo company (“Innomatik”). The Company received the final approval from the Exchange for its QT and its common shares resumed trading under its current name and trading symbol “AVU.V” as of July 14, 2010.

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Table No. 11

TSX Venture Exchange

Common Shares Trading Activity


	- Sales-
	Canadian Dollars
Period	High	Low	Close

April 2012	$0.29	$0.25	$0.25
March 2012	$0.40	$0.26	$0.29
February 2012	$0.35	$0.27	$0.30
January 2012	$0.35	$0.20	$0.35
December 2011	$0.26	$0.14	$0.19
November 2011	$0.33	$0.20	$0.33

Three Months Ended 12/31/11	$0.42	$0.14	$0.19
Three Months Ended 9/30/11	$0.57	$0.28	$0.30
Three Months Ended 6/30/11	$0.60	$0.46	$0.50
Three Months Ended 3/31/11	$0.59	$0.41	$0.49
Two Months Ended 12/31/10	$0.52	$0.33	$0.39
Three Months Ended 10/31/10	$0.50	$0.36	$0.50
Three Months Ended 7/31/10	$0.50	$0.37	$0.37
Three Months Ended 4/30/10	$0.16	$0.16	$0.16
Year Ended 12/31/11	$0.60	$0.14	$0.19
Eight Months Ended 12/31/10	$0.52	$0.33	$0.39
Year Ended 4/30/10	$0.21	$0.07	$0.16

Table No. 12 lists, as of April 30, 2012, share purchase warrants outstanding, the exercise price, and the expiration date of the share purchase warrants.

Table No. 12

Share Purchase Warrants Outstanding


Number of Share Purchase Warrants Outstanding	Exercise Price/share	Expiration Date
5,714,284	$0.50	January 8, 2013
625,000	$0.55	April 27, 2013
4,000,000	$0.50	March 28, 2014

Table No. 13 lists, as of April 30, 2012, finder’s options outstanding, the exercise price, and the expiration date of the finder’s options.

Table No. 13

Finder’s Options Outstanding

Number of Finder’s Options Outstanding

Exercise Price/share

Expiration Date

183,913

$0.30

March 28, 2014

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American Depository Receipts .

Not applicable.

Other Securities to be Registered

Not applicable

The TSX Venture Exchange

The TSX Venture Exchange (“TSX-V”) is a result of the acquisition of the Canadian Venture Exchange by the Toronto Stock Exchange.

The Canadian Venture Exchange was a result of the merger between the Vancouver Stock Exchange and the Alberta Stock Exchange which took place on November 29, 1999. On August 1, 2001, the Toronto Stock Exchange completed its purchase of the Canadian Venture Exchange from its member firms and renamed the Exchange the TSX Venture Exchange. The TSX-V currently operates as a complementary but independent exchange from its parent.

The initial roster of the TSX-V was made up of venture companies previously listed on the Vancouver Stock Exchange or the Alberta Stock Exchange and later incorporated junior listings from the Toronto, Montreal and Winnipeg Stock Exchanges. The TSX-V is a venture market as compared to the TSX Exchange which is Canada’s senior market and the Montreal Exchange which is Canada’s market for derivatives products.

The TSX-V currently has five service centers: Calgary, Toronto, Vancouver, Winnipeg and Montreal. These service centers provide corporate finance, surveillance and marketing expertise. The corporate office for the TSX-V is located in Calgary and the operations office is located in Vancouver.

The TSX-V is a self-regulating organization owned and operated by the TSX Group. It is governed by representatives of its member firms and the public.

The TSX Group acts as a business link between TSX Venture Exchange members, listed companies and investors. TSX-V policies and procedures are designed to accommodate companies still in their formative stages and recognize those that are more established. Listings are predominately small and medium sized companies.

Regulation of the TSX Venture Exchange, its member firms and its listed companies is the responsibility of Market Regulation Services Inc. (“RS”) which was created as a joint initiative of TSX Inc. and the Investment Dealers Association of Canada.

RS is recognized as a self-regulatory entity in the provinces of British Columbia, Alberta, Manitoba, Ontario and Quebec. As a Regulation Service Provider, RS provides independent regulation services to marketplaces (existing exchanges, quotation and trade reporting systems (QTRSs) and alternative trading systems (ATSs) and their participants in Canada that contract with RS Inc. for the provision of regulation services. As a national regulator for the Canadian marketplace, it is the first independent regulator of its kind for the Canadian securities market.

RS administers, oversees and enforces the Universal Market Integrity Rules (“UMIR”). To ensure compliance with UMIR, RS monitors real-time trading operations and market-related activities of marketplaces and participants. RS also enforces compliance with UMIR by investigating alleged rule violations and administering any settlements and hearings that may arise in respect of such violations.

RS's areas of responsibility include Market Surveillance; Operations and General Counsel (Market Policy); and Investigations and Enforcement.

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The Market Surveillance division monitors all securities trading for compliance with the Universal Market Integrity Rules and marketplace specific rules. Market Surveillance also investigates irregularities and complaints relating to trading on marketplaces for which RS acts as regulation services provider to ensure a fair and orderly marketplace for all participants. This division is responsible for market supervision, which includes monitoring trading activity and timely disclosure, as well as preliminary investigations and trade desk compliance.

The market surveillance department issues TSX-V notices to inform the public of halts, suspensions, delistings, and other enforcement actions. All TSX-V notices can be found on the TSX website at www.tsx.com. In the public interest, trading halts or suspensions are maintained until the surveillance department is satisfied that there is adequate disclosure of the company’s affairs and a level playing field for investors. By Exchange policy, the department also reviews and approves certain types of transactions for all TSX listed companies. These types of transactions include option grants, private placements and other share issuances, mergers and acquisitions, property-asset acquisitions and dispositions, loans, bonuses and finder’s fees, changes of business, name changes, stock splits, and related party transactions. If the Exchange’s review of such transactions finds them to be contrary to the public interest or is in violation of policy, approval for the transaction will be denied and any action taken by the company towards the completion of the transaction must be reversed.

The Operations and General Counsel division is responsible for the development and implementation UMIR as well as providing interpretations of, or exemptions from, UMIR with the goal of promoting market integrity. This division also coordinates all operational activities of RS including strategic planning and overall organizational matters. Finally, the General Counsel's office of this division is responsible for all legal services and matters relating to RS's Board of Directors.

The Investigation and Enforcement division is responsible for conducting investigations and prosecutions of violations of the UMIR and Policies and market integrity and market quality rules specific to the TSX Venture Exchange. Functions of this division include Investigations, Enforcement and Investigative Research.

a) Investigations

Investigations focus on activities that may be in breach of the UMIR and/or the rules of the TSX Venture Exchange. The types of violations frequently investigated include high closings, market manipulation, client priority trading violations, unapproved trading, trading in restricted securities and conduct inconsistent with the just and equitable principles of trade.

Requests for investigations come primarily from the Market Surveillance division of RS. Other sources include the provincial securities commissions, the Operations and General Counsel division, marketplaces, and in some instances, the general public. Investigators also lend assistance to investigations conducted by provincial securities commissions.

b) Enforcement

Once an investigation is complete and a decision has been made to proceed with a prosecution a statement of allegations is served upon the concerned party which references the rule or rules alleged to have been in violation. An Offer of Settlement is also presented to the concerned party, who can either accept or reject the Offer of Settlement. If accepted, the Offer of Settlement must be approved by a hearing panel of RS. The hearing panel may accept the Offer of Settlement or reject it. If the Offer of Settlement is rejected by either the concerned party or by a settlement hearing panel, a Notice of Hearing is issued and served upon the concerned party and the matter proceeds to a hearing before a hearing panel. If the hearing panel determines that an applicable requirement has been violated, it may impose a range of penalties, including a reprimand, a fine, or the restriction, suspension or revocation of access to a marketplace. After all hearings, there is an official public notification concerning the outcome of the hearing and the penalty or remedy imposed.

c) Investigative Research

The Investigative Research Division performs in-depth corporate research relating to officers, directors, and significant shareholders of organizations applying to list securities on the TSX Venture Exchange, or applying to obtain access to the marketplace's trading systems. Due diligence is a major function of the Enforcement division. The overall goal is to improve communication and to raise the standards of compliance in the securities trading industry.

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Investors in Canada are protected by the Canadian Investor Protection Fund (“CIPF”). The CIPF is a private trust fund sponsored by the Investment Industry Regulatory Organization of Canada to protect customers in the event of insolvency of a member financial firm.

Item 10. Additional Information

Share Capital

The Company has financed its operations through the issuance of common shares through private placements, and the exercise of stock options. The changes in the Company’s share capital during the last 3 fiscal years are as follows:

During the month ended April 30, 2012, the Company issued 500,000 shares for the purchase of its remaining 10% interest in MAEPA.

During the three months ended March 31, 2012, the Company completed one private placement. On March 28, 2012, the Company completed the placement of 4,000,000 units (a “Unit”) at $0.30 per Unit for gross proceeds of $1,200,000. Each Unit is comprised of one common share and one non-transferable common share purchase warrant. Each warrant entitles the holder to purchase one additional common share for a period of 24 months that expires on March 28, 2014 at a price of $0.50 per common share. A cash finder’s fee of $55,174 was paid and finder’s warrants, entitling the holders to purchase up to 183,913 Units for a period of 24 months from issue at a price of $0.30 per Unit, were issued.

During the year ended December 31, 2011, the Company issued no shares.

During the eight-month period ended December 31, 2010, the Company completed two private placements of its common shares. On June 22, 2010, the Company closed a private placement related to the completion of its Qualifying Transaction for gross proceeds of $4 million. The Company had issued 11,428,571 subscription receipts at $0.35 per receipt. Each receipt was converted into a unit at the completion of the Qualifying Transaction, which consists of a common share and one half of a transferable common share purchase warrant. Each whole warrant entitles the holder to purchase one additional common share at a price of $0.50 until December 22, 2011. A total of $183,859 cash finder’s fee was paid and 525,310 finder’s options were issued as part of the financing. Each finder’s option can be converted into a unit with the same terms as the financing at $0.35 until December 22, 2011. On October 25, 2010, the Company closed a private placement issuing 1,250,000 units at a price of $0.40 per unit for gross proceeds of $500,000. Each unit consists of one common share and one-half of one non-transferable warrant. Each whole warrant entitles the holder to purchase one additional common share at a price of $0.55 until April 25, 2011. A total of $31,500 cash finder’s fee was paid and 78,750 finder’s options were issued as part of the financing. Each finder’s option can be converted into a unit with the same terms as the financing at $0.40 until April 25, 2011. During the eight-month period ended December 31, 2010, the Company also issued 100,000 shares pursuant to the exercise of agent’s stock options for cash proceeds of $20,000.

During the year ended April 30, 2010, the Company issued no shares.

Shares Issued for Assets Other Than Cash

During the year ended December 31, 2011, the Company issued no shares.

During the eight-month period ended December 31, 2010, 275,000 common shares were issued to Peter Merkel, a non-controlling shareholder of the Company’s subsidiary, Innomatik Exploration Kosovo LLC, at a fair value of $0.37 price ($101,750) to settle the working capital loan and the interests thereto owing to him.

Shares Held By Company

No Disclosure Necessary-

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Stock Options

Stock Options to purchase securities from Registrant can be granted to Directors, Officers, Employees and Consultants of the Company on terms and conditions acceptable to the regulatory authorities in Canada, notably the TSX Venture Exchange.

The Company has a Rolling Stock Option Plan (the "Plan") which is required to be approved by shareholders annually. The Plan was initially adopted by the directors of the Company on July 29, 2008 and subsequently re-approved by shareholders at every Annual Meeting of shareholders thereafter, up to and including the Annual Meeting on June 8, 2011. Under the Plan, stock options may be issued to qualified Officers, Directors, Employees and Consultants. The number of common shares reserved for issuance under the Plan is 10% of the currently issued common shares of the Company.

Under the Plan, the exercise price of the option may not be less than the closing price of the common shares on the TSX Venture Exchange on the day immediately preceding the date of grant, less the applicable discount allowed by the policies on the TSX Venture Exchange. An option granted under the Plan must be exercised within a period of five years from granting. Within this five year period, the Company's Board of Directors may determine the limitation period during which an option may be exercised and whether a particular grant will have a minimum vesting period. Any agreement to decrease the option price of options previously granted to insiders will require the approval of "disinterested shareholders", which is defined as approval by a majority of the votes cast at the Meeting other than votes attaching to shares of the Company beneficially owned by insiders of the Company to whom options may be granted under the Plan, and associates of such persons.

A complete copy of the Company’s Stock Option Plan as approved by shareholders at the Annual General Meeting held on June 5, 2012 has been included as an exhibit to this Form 20-F Registration Statement.

The names and titles of the Directors/Executive Officers of the Registrant to whom outstanding stock options have been granted and the numbers of common shares subject to such options are set forth in Table No. 14 as of April 30, 2012, as well as the number of options granted to Directors and all employees as a group.

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Table No. 14

Stock Options Outstanding


Name	Number of Shares of Common Stock	Number of Options Currently Vested	CDN$ Exercise Price	Expiration Date

Paul W. Kuhn President and CEO	350,000 100,000 35,000	350,000 100,000 35,000	$0.35 0.30 0.30	July 8, 2015 January 26, 2017 April 10, 2017

Winnie Wong, Chief Financial Officer & Corporate Secretary	55,000 50,000 25,000	55,000 50,000 25,000	$0.20 0.35 0.30	August 28, 2013 July 8, 2015 April 10, 2017

Gregory E. McKelvey, Director	55,000 50,000 20,000	55,000 50,000 20,000	$0.20 0.35 0.30	August 28, 2013 July 8, 2015 April 10, 2017

Donald E. Ranta, Director	55,000 50,000 20,000	55,000 50,000 20,000	$0.20 0.35 0.30	August 28, 2013 July 8, 2015 April 10, 2017

Mark T. Brown, Director	55,000 50,000 25,000	55,000 50,000 25,000	$0.20 0.35 0.30	August 28, 2013 July 8, 2015 April 10, 2017

Employees/Consultants	320,000 10,000 675,000	320,000 10,000 675,000	$0.35 0.35 0.30	July 8, 2015 July 15, 2015 April 10, 2017
Total Officers and Directors	995,000	995,000

Total Employees/ Consultants	1,005,000	1,005,000

Total Officers/Directors/ Employees and Consultants	2,000,000	2,000,000

Resolutions/Authorization/Approvals

-No Disclosure Necessary-

Memorandum and Articles of Association

The Company was incorporated on January 23, 2008 under the Business Corporations Act of British Columbia under the name “Everclear Capital Ltd.” On July 7, 2010, the Company changed its name to “Avrupa Minerals Ltd.”

There are no restrictions on the business the Company may carry on in the Articles of Incorporation.

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Under the Company’s articles and bylaws any director or senior officer that has a disclosable interest in a contract or transaction shall be liable to account to the Company for any profits that accrue to the director or senior officer under or as a result of the contract or transaction unless disclosure is made thereof and the contract or transaction is approved in accordance with the provisions of the Business Corporations Act of British Columbia . A director is not allowed to vote on any transaction or contract with the Company in which he has a disclosable interest unless all directors have a disclosable interest in that transaction or contract, in which case all of those directors may vote on such resolution. A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual's duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Business Corporations Act of British Columbia .

Part 16 of the Company’s bylaws address the duties of the directors, while Part 8 discusses the Borrowing Powers. The Company may, if authorized by the directors, may:

borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate

issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as they consider appropriate;

guarantee the repayment of money by any other person or the performance of any obligation of any other person; and

mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.

Any bonds, debentures or other debt obligations of the Company may be issued at a discount, premium or otherwise, and with any special privileges as to redemption, surrender, drawings, allotment of or conversion into or exchange for shares or other securities, attending and voting at general meetings of the Company, appointment of directors and otherwise, and may, by their terms, be assignable free from any equities between the Company and the person to whom they were issued or any subsequent holder thereof, all as the directors may determine.

There are no age limit requirements pertaining to the retirement or non-retirement of directors and a director need not be a shareholder of the Company. At each annual general meeting of the Company, all the directors shall retire and the shareholders shall elect a Board of Directors consisting of the number of directors for the time being set pursuant the Company's Articles. A retiring director shall be eligible for re-election.

The remuneration of the directors may from time to time be determined by the directors or, if the directors shall so decide, by the shareholders. Such remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such who is also a director. Directors shall be paid such reasonable travelling, hotel and other expenses as they incur in and about the business of the Company and if any director shall perform any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director or shall otherwise be specially occupied in or about the Company's business, he may be paid a remuneration to be fixed by the Board or, at the option of such director, by the Company in general meeting, and such remuneration my be either in addition to or in substitution for any other remuneration that he may be entitled to receive.

Subject to the Business Corporations Act of British Columbia , a director may hold any office or place of profit with the Company, other than the office of auditor with the Company, in conjunction with his office of director for such period and such terms as the directors may determine. No director or intended director shall be disqualified by his office from contracting with the Company. Subject to compliance with the Business Corporations Act of British Columbia , a director or his firm may act in a professional capacity for the Company, other than as auditor, and he or his firm shall be entitled to remuneration for professional services as if he were not a director.

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Part 21 deals with indemnification and payment of expenses of directors and officers. Subject to the provisions of the Business Corporations Act of British Columbia , the directors shall cause the Company to indemnify and pay all eligible penalties and expenses of an eligible party and, where appropriate, the heirs and personal or other legal representatives of an eligible party in accordance with the provisions of the Business Corporations Act of British Columbia . Each director, alternate director and officer is deemed to have contracted with the Company on the terms of the indemnity contained in Article 21.1. The failure of a director, alternate director, or officer of the Company to comply with the provisions of the Business Corporations Act of British Columbia or these Articles shall not invalidate any indemnity to which he is entitled under this Part. The directors may cause the Company to purchase and maintain insurance for the benefit of eligible parties.

The majority required for the passage of a special resolution or a special separate resolution shall be 2/3 of the votes cast on the resolution.

The rights, preferences and restrictions attaching to each class of the Company’s shares are as follows:

The authorized share structure of the Company consists of an unlimited number of common shares without par value. Holders of common stock are entitled to one vote for each share held of record on all matters to be acted upon by the shareholders. Directors may from time to time declare and authorize payment of such dividends, if any, as they deem advisable and need not give notice of such declaration to any shareholder. Dividends are subject to the rights, if any, of shareholders holding shares with special rights as to dividends. No dividend shall be paid otherwise than out of funds and/or assets properly available for the payment of dividends and a declaration by the directors as the amount of such funds or assets available for dividends shall be conclusive.

The Company may by resolution of its directors make any changes to the authorized share structure as may be permitted under Section 54 of the Business Corporations Act of British Columbia , or in its name as may be permitted under Section 263 of the Business Corporations Act of British Columbia , and may by resolution of its directors make or authorize the making of any alterations to these Articles and the notice of articles as may be required by such changes. The Company may by ordinary resolution create or vary special rights and restrictions as provided in Section 58 of the Business Corporations Act of British Columbia . No alteration, as provided in Article 9, will be valid as to any part of the issued shares of any class unless the holders of all the issued shares of that class consent to the alteration in writing or consent by special separate resolution. The Company may alter its Articles by resolution of its directors and, if required by such alteration, may by resolution of its directors alter the Notice of Articles.

Subject to the provisions of the Business Corporations Act of British Columbia , the Company or the Directors on behalf of the Company, may pay a reasonable commission or allow a reasonable discount to any person in consideration of his purchasing or agreeing to purchase, whether absolutely or conditionally, any shares, debentures, share rights, warrants or debenture stock in the Company, or procuring or agreeing to procure purchasers, whether absolutely or conditionally, for any such shares, debentures, share rights, warrants or debenture stock. The Company may also pay such brokerage as may be lawful.

An annual general meeting shall be held once every calendar year at such time (not being more than 15 months after the annual reference date for the preceding calendar year) and place as may be determined by the Directors. The Directors may, as they see fit, convene an extraordinary general meeting. An extraordinary general meeting, if requisitioned in accordance with the Business Corporations Act of British Columbia , shall be convened by the Directors or, if not convened by the Directors, may be convened by the requisitionists as provided in the Business Corporations Act of British Columbia .

There are no limitations upon the rights to own securities.

There are no provisions that would have the effect of delaying, deferring, or preventing a change in control of the Company.

There is no special ownership threshold above which an ownership position must be disclosed.

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A copy of the Company’s Articles has been filed as an exhibit to this 20-F Registration Statement.

Material Contracts

On May 18, 2011, the Company signed an agreement to option out the Covas Tungsten Project to Blackheath Resources Inc. (“Blackheath”). Under the terms of the agreement, Blackheath has the option to earn a 51% interest in the project by spending € 300,000 in exploration on the project before March 20, 2013, of which € 150,000 (spent) is a firm commitment and must be spent by March 20, 2012. Blackheath can then earn an additional 19% by spending an additional € 700,000 for a total interest of 70% for total expenditures of € 1,000,000, by March 20, 2014. Blackheath can also earn another 15% for a total interest of 85% by completing a pre-feasibility study (as defined by NI 43-101 regulations) on the property by March 20, 2016. During the year ended December 31, 2011, Blackheath completed the € 150,000 exploration commitment by incurring € 26,127 directly, reimbursing € 64,687 for MAEPA ’ s exploration expenses and advancing € 59,186 to the Company for future exploration work. A copy of this agreement has been filed as an exhibit to this Registration Statement.

Exchange controls

Canada has no system of exchange controls. There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors. There are no laws in Canada or exchange restrictions affecting the remittance of dividends, profits, interest, royalties and other payments to non-resident holders of the Company's securities, except as discussed in ITEM 10, ”Taxation" below.

Restrictions on Share Ownership by Non-Canadians: There are no limitations under the laws of Canada or in the organizing documents of Avrupa on the right of foreigners to hold or vote securities of Avrupa, except that the Investment Canada Act may require review and approval by the Minister of Industry (Canada) of certain acquisitions of "control" of the Company by a "non-Canadian". The threshold for acquisitions of control is generally defined as being one-third or more of the voting shares of the Company. "Non-Canadian" generally means an individual who is not a Canadian citizen, or a corporation, partnership, trust or joint venture that is ultimately controlled by non-Canadians.

Taxation

The following summary of the material Canadian federal income tax consequences are stated in general terms and are not intended to be advice to any particular shareholder. Each prospective investor is urged to consult his or her own tax advisor regarding the tax consequences of his or her purchase, ownership and disposition of common stock. The tax consequences to any particular holder of common stock will vary according to the status of that holder as an individual, trust, corporation or member of a partnership, the jurisdiction in which that holder is subject to taxation, the place where that holder is resident and, generally, according to that holder’s particular circumstances.

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This summary is applicable only to holders who are resident in the United States, have never been resident in Canada, deal at arm’s length with the Company, hold their common stock as capital property and who will not use or hold the common stock in carrying on business in Canada. Special rules, which are not discussed in this summary, may apply to a United States holder that is an issuer that carries on business in Canada and elsewhere.

This summary is based upon the provisions of the Income Tax Act of Canada and the regulations thereunder (collectively, the "Tax Act" or “ITA”) and the Canada-United States Tax Convention (the “Tax Convention”) as at the date of the Annual Report and the current administrative practices of Canada Customs and Revenue Agency. This summary does not take into account provincial income tax consequences.

Management urges each holder to consult his own tax advisor with respect to the income tax consequences applicable to him in his own particular circumstances.

Canadian Income Tax Consequences

Disposition of Common Stock

The summary below is restricted to the case of a holder (a “Holder”) of one or more common shares (“Common Shares”) who for the purposes of the Tax Act is a non-resident of Canada, holds his Common Shares as capital property and deals at arm’s length with the Company.

Dividends

A Holder will be subject to Canadian withholding tax (“Part XIII Tax”) equal to 25%, or such lower rates as may be available under an applicable tax treaty, of the gross amount of any dividend paid or deemed to be paid on his Common Shares. Under the Tax Convention, the rate of Part XIII Tax applicable to a dividend on Common Shares paid to a Holder who is a resident of the United States is, if the Holder is a company that beneficially owns at least 10% of the voting stock of the Company, 5% and, in any other case, 15% of the gross amount of the dividend. The Company will be required to withhold the applicable amount of Part XIII Tax from each dividend so paid and remit the withheld amount directly to the Receiver General for Canada for the account of the Holder.

Disposition of Common Shares

A Holder who disposes of Common Shares, including by deemed disposition on death, will not be subject to Canadian tax on any capital gain thereby realized unless the common Share constituted “taxable Canadian property” as defined by the Tax Act. Generally, a common share of a public corporation will not constitute taxable Canadian property of a Holder unless he held the common share as capital property used by him carrying on a business in Canada, or he or persons with whom he did not deal at arm’s length alone or together held or held options to acquire, at any time within the 60 months preceding the disposition, 25% or more of the issued shares of any class of the capital stock of the Company.

A Holder who is a resident of the United States and realizes a capital gain on disposition of Common Shares that was taxable Canadian property will nevertheless, by virtue of the Treaty, generally be exempt from Canadian tax thereon unless (a) more than 50% of the value of the Common Shares is derived from, or from an interest in, Canadian real estate, including Canadian mineral resources properties, (b) the Common Shares formed part of the business property of a permanent establishment that the Holder has or had in Canada within the 12 months preceding disposition, or (c) the Holder (i) was a resident of Canada at any time within the ten years immediately preceding the disposition, and for a total of 120 months during any period of 20 consecutive years, preceding the disposition, and (ii) owned the Common Shares when he ceased to be resident in Canada.

A Holder who is subject to Canadian tax in respect of a capital gain realized on disposition of Common Shares must include one half of the capital gain (“taxable capital gain”) in computing his taxable income earned in Canada. The Holder may, subject to certain limitations, deduct one half of any capital loss (“allowable capital loss”) arising on disposition of taxable Canadian property from taxable capital gains realized in the year of disposition in respect to taxable Canadian

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property and, to the extent not so deductible, from such taxable capital gains of any of the three preceding years or any subsequent year.

United States Federal Income Tax Consequences

The following is a discussion of material United States Federal income tax consequences, under the law, generally applicable to a U.S. Holder (as defined below) of common shares of the Company. This discussion does not cover any state, local or foreign tax consequences.

The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (“the Code”), Treasury Regulations, published Internal Revenue Service (“IRS) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possible on a retroactive basis, at any time. In addition, the discussion does not consider the potential effects, both adverse and beneficial, or recently proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time. The discussion is for general information only and it is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of common shares of the Company. Each holder and prospective holder of common shares of the Company is advised to consult their own tax advisors about the federal, state, local, and foreign tax consequences of purchasing, owning and disposing of common shares of the Company applicable to their own particular circumstances.

U.S. Holders

As used herein, a (“U.S. Holder”) includes a holder of common shares of the Company who is a citizen or resident of the United States, a corporation created or organized in or under the laws of the United States or of any political subdivision thereof, an estate whose income is taxable in the United States irrespective of source or a trust subject to the primary supervision of a court within the United States and control of a United States fiduciary as described in Section 7701(a)(30) of the Code. This summary does not address the tax consequences to, and U.S. Holder does not include, persons subject to special provisions of Federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals, persons or entities that have a “functional currency” other than the U.S. dollar, shareholders who hold common shares as part of a straddle, hedging or conversion transaction, and shareholders who acquired their common shares through the exercise of employee stock options or otherwise as compensation for services.

This summary is limited to U.S. Holders who own common shares as capital assets. This summary does not address the consequences to a person or entity holding an interest in a shareholder or the consequences to a person of the ownership, exercise or disposition of any options, warrants or other rights to acquire common shares.

Distribution on Common Shares of the Company

U.S. Holders receiving dividend distributions (including constructive dividends) with respect to common shares of the Company are required to include in gross income for United States Federal income tax purposes the gross amount of such distributions equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent that the Company has current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holder’s United States Federal Income tax liability or, alternatively, individuals may be deducted in computing the U.S. Holder’s United States Federal taxable income by those individuals who itemize deductions. (See more detailed discussion at “Foreign Tax Credit” below). To the extent that distributions exceed current or accumulated earnings and profits of the Company, they will be treated first as a return of capital up to the U.S. Holder’s adjusted basis in the common shares and thereafter as gain from the sale or exchange of the common shares. Dividend income will be taxed at marginal tax rates applicable to ordinary income while preferential tax rates for long-term capital gains are applicable to a U.S. Holder which is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a U.S. Holder which is a corporation.

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In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Generally any gain or loss recognized upon a subsequent sale of other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss.

Dividends paid on the common shares of the Company will not generally be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations. A U.S. Holder which is a corporation may, under certain circumstances, be entitled to a 70% deduction of the United States source portion of dividends received from the Company (unless the Company qualifies as a “foreign personal holding company” or a “passive foreign investment company”, as defined below) if such U.S. Holder owns shares representing at least 10% of the voting power and value of the Company. The availability of this deduction is subject to several complex limitations which are beyond the scope of this discussion.

Under current Treasury Regulations, dividends paid on the Company’s common shares, if any, generally will not be subject to information reporting and generally will not be subject to U.S. backup withholding tax. However, dividends and the proceeds from a sale of the Company’s common shares paid in the U.S. through a U.S. or U.S. related paying agent (including a broker) will be subject to U.S. information reporting requirements and may also be subject to the 31% U.S. backup withholding tax, unless the paying agent is furnished with a duly completed and signed Form W-9. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a refund or a credit against the U.S. Holder’s U.S. federal income tax liability, provided the required information is furnished to the IRS.

Foreign Tax Credit

For individuals whose entire income from sources outside the United States consists of qualified passive income, the total amount of creditable foreign taxes paid or accrued during the taxable year does not exceed $300 ($600 in the case of a joint return) and an election is made under section 904(j), the limitation on credit does not apply.

A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of common shares of the Company may be entitled, at the option of the U.S. Holder, to either a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States Federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax. This election is made on a year-by-year basis and applies to all foreign income taxes (or taxes in lieu of income tax) paid by (or withheld from) the U.S. Holder during the year. There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s United States income tax liability that the U.S. Holder’s foreign source income bears to his/her or its worldwide taxable income in the determination of the application of this limitation. The various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. In addition, this limitation is calculated separately with respect to specific classes of income such as “passive income”, “high withholding tax interest”, “financial services income”, “shipping income”, and certain other classifications of income. Dividends distributed by the Company will generally constitute “passive income” or, in the case of certain U.S. Holders, “financial services income” for these purposes. The availability of the foreign tax credit and the application of the limitations on the credit are fact specific and management urges holders and prospective holders of common shares of the Company to consult their own tax advisors regarding their individual circumstances.

Disposition of Common Shares of the Company

A U.S. Holder will recognize gain or loss upon the sale of common shares of the Company equal to the difference, if any, between (I) the amount of cash plus the fair market value of any property received, and (ii) the shareholder’s tax basis in the common shares of the Company. Preferential tax rates apply to long-term capital gains of U.S. Holders, which are individuals, estates or trusts. This gain or loss will be capital gain or loss if the common shares are capital assets in the hands of the U.S. Holder, which will be a short-term or long-term capital gain or loss depending upon the holding period of the U.S. Holder. Gains and losses are netted and combined according to special rules in arriving at the overall capital gain or loss for a particular tax year. Deductions for net capital losses are subject to significant limitations. For U.S. Holders, which are not corporations, any unused portion of such net capital loss may be carried over to be used in later tax years

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until such net capital loss is thereby exhausted, but individuals may not carry back capital losses. For U.S. Holders, which are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years from the loss year and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.

Other Considerations

In the following circumstances, the above sections of the discussion may not describe the United States Federal income tax consequences resulting from the holding and disposition of common shares of the Company.

Foreign Personal Holding Company

If at any time during a taxable year more than 50% of the total combined voting power or the total value of the Company’s outstanding shares is owned, actually or constructively, by five or fewer individuals who are citizens or residents of the United States and 60% (50% after the first tax year) or more of the Company’s gross income for such year was derived from certain passive sources (e.g. from interest income received from its subsidiaries), the Company would be treated as a “foreign personal holding company.” In that event, U.S. Holders that hold common shares of the Company would be required to include in gross income for such year their allocable portions of such passive income to the extent the Company does not actually distribute such income.

The Company does not believe that it currently has the status of a “foreign personal holding company”. However, there can be no assurance that the Company will not be considered a foreign personal holding company for the current or any future taxable year.

Foreign Investment Company

If 50% or more of the combined voting power or total value of the Company’s outstanding shares are held, actually or constructively, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31), and the Company is found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interest therein, it is possible that the Company might be treated as a “foreign investment company” as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging common shares of the Company to be treated as ordinary income rather than capital gains.

Passive Foreign Investment Company

As a foreign corporation with U.S. Holders, the Company could potentially be treated as a passive foreign investment company (“PFIC”), as defined in Section 1297 of the Code, depending upon the percentage of the Company’s income which is passive, or the percentage of the Company’s assets which is held for the purpose of producing passive income.

Certain United States income tax legislation contains rules governing PFICs, which can have significant tax effects on U.S. shareholders of foreign corporations. These rules do not apply to non-U.S. shareholders. Section 1297 (a) of the Code defines a PFIC as a corporation that is not formed in the United States and, for any taxable year, either (I) 75% or more of its gross income is “passive income”, which includes interest, dividends and certain rents and royalties or (ii) the average percentage, by fair market value (or, if the company is a controlled foreign corporation or makes an election, by adjusted tax basis), of its assets that produce or are held for the production of “passive income” is 50% or more. The taxation of a US shareholder who owns stock in a PFIC is extremely complex and is therefore beyond the scope of this discussion. Management urges US persons to consult with their own tax advisors with regards to the impact of these rules.

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Controlled Foreign Corporation

A Controlled Foreign Corporation (CFC) is a foreign corporation more than 50% of whose stock by vote or value is, on any day in the corporation’s tax year, owned (directly or indirectly) by U.S. Shareholders. If more than 50% of the voting power of all classes of stock entitled to vote is owned, actually or constructively, by citizens or residents of the United States, United States domestic partnerships and corporations or estates or trusts other than foreign estates or trusts, each of whom own actually or constructively 10% or more of the total combined voting power of all classes of stock of the Company could be treated as a “controlled foreign corporation” under Subpart F of the Code. This classification would affect many complex results, one of which is the inclusion of certain income of a CFC, which is subject to current U.S. tax. The United States generally taxes United States Shareholders of a CFC currently on their pro rata shares of the Subpart F income of the CFC. Such United States Shareholders are generally treated as having received a current distribution out of the CFC’s Subpart F income and are also subject to current U.S. tax on their pro rata shares of the CFC’s earnings invested in U.S. property. The foreign tax credit described above may reduce the U.S. tax on these amounts.

In addition, under Section 1248 of the Code, gain from the sale or exchange of shares by a U.S. Holder of common shares of the Corporation which is or was a United States Shareholder at any time during the five-year period ending with the sale or exchange is treated as ordinary income to the extent of earnings and profits of the Company (accumulated in corporate tax years beginning after 1962, but only while the shares were held and while the Company was “controlled”) attributable to the shares sold or exchanged. If a foreign corporation is both a PFIC and a CFC, the foreign corporation generally will not be treated as a PFIC with respect to the United States Shareholders of the CFC. This rule generally will be effective for taxable years of United States Shareholders beginning after 1997 and for taxable years of foreign corporations ending with or within such taxable years of United States Shareholders. The PFIC provisions continue to apply in the case of PFIC that is also a CFC with respect to the U.S. Holders that are less than 10% shareholders. Because of the complexity of Subpart F, a more detailed review of these rules is outside of the scope of this discussion.

The amount of any backup withholding will not constitute additional tax and will be allowed as a credit against the U.S. Holder’s federal income tax liability.

Filing of Information Returns

Under a number of circumstances, United States Investor acquiring shares of the Company may be required to file an information return with the Internal Revenue Service Center where they are required to file their tax returns with a duplicate copy to the Internal Revenue Service Center, Philadelphia, PA 19255. In particular, any United States Investor who becomes the owner, directly or indirectly, of 10% or more of the shares of the Company will be required to file such a return. Other filing requirements may apply, and management urges United States Investors to consult their own tax advisors concerning these requirements.

Statement by Experts

The Company’s auditors for its financial statements as at December 31, 2010 and 2011 was DeVisser Gray LLP, Chartered Accountants. Their audit report is included with the related financial statements and their consent has been filed as an exhibit to this Registration Statement.

Documents on Display

All documents incorporated in this 20-F Registration Statement may be viewed at the Company’s Executive Office located at 410 – 325 Howe Street, Vancouver, British Columbia, Canada, V6C 1Z7.

Item 11. Disclosures About Market Risk

The Company competes with other resource companies for exploration properties and possible joint venture agreements. There is a risk that this competition could increase the difficulty of concluding a negotiation on terms that the Company considers acceptable.

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The Company’s property interests in Portugal, Germany and Kosovo make it subject to foreign currency fluctuations and inflationary pressures which may adversely affect the Company’s financial position, results of operations and cash flows. The Company is affected by changes in exchange rates between the Canadian Dollar and foreign functional currencies. The Company does not invest in foreign currency contracts to mitigate the risks. A one cent change of the Canadian dollar would affect the Company’s estimated one-year exploration expenditures by $10,000 based on a $1 million program.

Item 12. Description of Securities Other than Equity Securities

Not Applicable

Part II

Item 13. Defaults, Dividend Arrearages and Delinquencies

Not Applicable

Item 14. Modifications of Rights of Securities Holders and Use of Proceeds

Not Applicable

Item 15. Controls and Procedures

Not Applicable

Item 16. Reserved

Item 16A. Audit Committee Financial Expert

Not Applicable

Item 16B. Code of Ethics

Not Applicable

Item 16C. Principal Accountant Fees and Services

Not Applicable

Item 16D. Exemptions from Listing Standards for Audit Committees

Not Applicable

Item 16E. Purchase of Equity Securities by the Issuer and Affiliated Purchasers

Not Applicable

Item 16F. Change in Registrant’s Certifying Accountant

Not Applicable

Item 16G. Corporate Governance

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Not Applicable

Item 16H. Mine Safety Disclosure

Not Applicable

Part III

Item 17. Financial Statements

The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with IFRS.

The financial statements as required under ITEM #17 are attached hereto and found immediately following the text of this Registration Statement. The audit report of DeVisser Gray LLP, Chartered Accountants, is included herein immediately preceding the financial statements.

Item 18. Financial Statements

The Company has elected to provide financial statements pursuant to ITEM #17.

Item 19. Exhibits

(A) The financial statements thereto as required under ITEM #17 are attached hereto and found immediately following the text of this Annual Report. The audit report of DeVissser Gray LLP, Chartered Accountants, for the audited financial statements is included herein immediately preceding the audited financial statements.

Audited Financial Statements

Independent Auditors Report of DeVisser Gray LLP, Chartered Accountants, dated April 25, 2012.

Consolidated Statements of Financial Position at December 31, 2011, December 31, 2010, and April 30, 2010.

Consolidated Statements of Comprehensive Loss for the year ended December 31, 2011, the eight months ended December 31, 2010, and the year ended April 30, 2010.

Consolidated Statements of Cash Flows for the year ended December 31, 2011, the eight months ended December 31, 2010, and the year ended April 30, 2010.

Consolidated Statements of Changes in Equity for the year ended December 31, 2011, the eight months ended December 31, 2010, and the year ended April 30, 2010.

Notes to Financial Statements

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(B) Index to Exhibits:

Certificate of Incorporation, Certificates of Name Change, Articles of Incorporation, Articles of Amalgamation and By-Laws:

1.1

Certificate of Incorporation and Notice of Articles dated January 23, 2008*

1.2

Articles and Bylaws (British Columbia) dated January 23, 2008*

1.3

Certificate of Name Change dated July 7, 2010*

Instruments defining the rights of holders of the securities being registered – See Exhibit Number 1

Voting Trust Agreements – not applicable

Material Contracts

4.1

Joint Venture agreement between the Company and Antofagasta Minerals S.A. (“Antofagasta”) regarding the exploration on the Alvalade project dated December 22, 2011.*

4.2

Agreement between the Company and Covas Tungsten Project to Blackheath Resources Inc. (“Blackheath”) regarding the optioning out of the Covas Tungsten Project dated May 18, 2011. *

List of Foreign Patents – not applicable

Calculation of earnings per share – not applicable

Explanation of calculation of ratios – not applicable

List of Subsidiaries*

Statement pursuant to the instructions to Item 8.A.4, regarding the financial statements filed in registration statements for initial public offerings of securities – not applicable

10.

Notice Required by Rule 104 of Regulation BTR – not applicable

Code of Ethics – not applicable

Certifications required by Rule 13a-14(a) or Rule 15d-14(a)*

Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code*

14.

Legal Opinion required by Instruction 3 of ITEM 7B – not applicable

Additional Exhibits:

15.1

Consent of DeVisser Gray LLP, Chartered Accountants, dated June 4, 2012*

15.2

Copy of Stock Option Plan*

15.3

Copy of Management Information Circular for the Annual General Meeting of Shareholders dated June 5, 2012*

15.4

Form of Proxy for the Annual General Meeting of Shareholders held on June 5, 2012. *

Included with this filing.

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[AVRUPA20FJUN112V2004.JPG]

AVRUPA MINERALS LTD.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED

DECEMBER 31, 2011

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AVRUPA MINERALS LTD.

Contents

Page

Auditors’ Report

Consolidated Statements of Financial Position

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Changes in Equity

Consolidated Statements of Cash Flows

Notes to the Consolidated Financial Statements

64 - 87

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[AVRUPA20FJUN112V2006.GIF]

410 – 325 Howe Street, Vancouver, BC V6C 1Z7 T: (604) 687-3520 F: (604) 688-3392

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AVRUPA MINERALS LTD.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Presented in Canadian Dollars)


	Note	December 31, 2011	December 31, 2010		April 30, 2010

Assets
Non-current assets
Property, plant and equipment	4	$ 19,479	$ 16,179		$ -
Exploration and evaluation assets	5	876,507	876,507		-
		895,986	892,686		-
Current assets
Convertible loan	3	-	-		150,000
Deferred transaction and financing costs		-	-		150,923
Other assets		1,895	1,912		-
Due from related party	7	5,937	-		-
Other receivables		-	320,000		-
Receivables		119,724	104,506		2,266
Prepaid expenses and advances		120,695	104,728		-
Cash and cash equivalents		637,133	2,674,521		150,916
		885,384	3,205,667		454,105

Total assets		$ 1,781,370	$ 4,098,353		$ 454,105

Equity
Share capital	6	$ 3,866,547	$ 3,976,261		$ 418,545
Reserves	6	1,179,864	1,061,503		46,567
Deficit		(3,272,093)	(1,154,887)		(111,790)
		1,774,318	3,882,877	#	353,322
Non-controlling interest		(182,414)	29,646		-
		1,591,904	3,912,523		353,322
Liabilities
Current liabilities
Other liabilities		-	70,058		-
Due to related parties	7	16,643	41,092		525
Accounts payable and accrued liabilities		172,823	74,680		100,258
		189,466	185,830		100,783

Total equity and liabilities		$ 1,781,370	$ 4,098,353		$ 454,105

Events after the reporting period (Note 14)

These consolidated financial statements are authorized for issue by the Board of Directors on April 25, 2012. They are signed on the Company's behalf by:


/s/Paul W. Kuhn		/s/Mark T. Brown
Director		Director

See notes to the consolidated financial statements

Table of Contents

AVRUPA MINERALS LTD.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Presented in Canadian Dollars)


		Year ended	Eight months ended	Year ended
	Note	December 31, 2011	December 31, 2010	April 30, 2010

Mineral exploration expenses
Mineral exploration expenses	5	$ 1,933,620	$ 489,386	$ -
Advances from optionees	5	(454,023)	-	-
		(1,479,597)	(489,386)	-
General administrative expenses
Accounting and legal		161,192	123,653	5,493
Bank charges		11,254	22,691	337
Consulting		67,058	53,034	-
Depreciation		10,852	11,544	-
Director fees		-	3,847	-
Insurance		12,352	5,544	-
Investor relations		79,118	23,880	1,140
Licenses, fees and taxes		1,163	8,253	-
Listing and filing fees		8,745	8,499	7,995
Office and administrative fees		48,325	18,274	865
Rent		67,234	42,894	6,000
Salaries		276,181	104,460	-
Share-based payment		-	212,410	-
Telephone		11,537	3,864	-
Transfer agent fees		7,474	12,389	7,734
Travel		104,106	46,650	-
		(866,591)	(701,886)	(29,564)
Other items
Foreign exchange gain		533	140	-
Interest income		20,572	16,468	2,038
Other income		2,565	10,963	-
Gain on shares issued for debt settlement	6c	-	16,633	-
Gain on write-off of loans		-	89,917	-
Property investigation cost		(9,693)	(14,111)	-

Loss before tax		(2,332,211)	(1,071,262)	(27,526)
Income tax	11	(2,992)	(1,478)	-
Loss after tax		(2,335,203)	(1,072,740)	(27,526)

Non-controlling interest for the period		(217,997)	(29,643)	-
Net loss for the period		(2,117,206)	(1,043,097)	(27,526)
Exchange difference arising on the translation of foreign subsidiaries		8,647	(11,955)	-
Comprehensive loss for the period		$ (2,108,559)	$ (1,055,052)	$ (27,526)
Basic and diluted loss per share	8	$ (0.13)	$ (0.08)	$ (0.01)

See notes to the consolidated financial statements

Table of Contents

AVRUPA MINERALS LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Presented in Canadian Dollars)


		Share capital		Reserves
		Number of shares	Amount	Warrants	Finder’s options	Equity settled employee benefits			Non-controlling interest	Total equity
	Note	Number of shares	Amount	Warrants	Finder’s options	Equity settled employee benefits	Exchange	Deficit	Non-controlling interest	Total equity

Balance as at April 30, 2010		3,050,000	$ 418,545	$ -	$ 6,993	$39,574	$ -	$ (111,790)	$ -	$ 353,322
Share issues:
Shares issued for private placements		12,678,571	3,754,415	745,585	-	-	-	-	-	4,500,000
Shares issued for debt settlement	6c	275,000	101,750	-	-	-	-	-	-	101,750
Exercise of agent’s options		100,000	31,636	-	(11,636)	-	-	-	-	20,000
Share issue costs		-	(330,085)	-	80,532	-	-	-	-	(249,553)
Share-based payment		-	-	-	-	212,410	-	-	-	212,410
Non-controlling interest at acquisition		-	-	-	-	-	-	-	59,289	59,289
Non-controlling interest for the period		-	-	-	-	-	-	-	(29,643)	(29,643)
Comprehensive loss		-	-	-	-	-	(11,955)	(1,043,097)	-	(1,055,052)

Balance as at December 31, 2010		16,103,571	3,976,261	745,585	75,889	251,984	(11,955)	(1,154,887)	29,646	3,912,523
Revalue extended warrants		-	(109,714)	109,714	-	-	-	-	-	-
Non-controlling interest retaining position	7	-	-	-	-	-	-	-	5,937	5,937
Non-controlling interest for the year		-	-	-	-	-	-	-	(217,997)	(217,997)
Comprehensive loss		-	-	-	-	-	8,647	(2,117,206)	-	(2,108,559)

Balance as at December 31, 2011		16,103,571	$ 3,866,547	$ 855,299	$ 75,889	$ 251,984	$ (3,308)	$ (3,272,093)	$ (182,414)	$ 1,591,904

See notes to the consolidated financial statements

Table of Contents

AVRUPA MINERALS LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Presented in Canadian Dollars)


	Year ended	Eight months ended	Year ended
	December 31, 2011	December 31, 2010	April 30, 2010
Cash flows from operating activities
Net loss for the period	$ (2,335,203)	$ (1,072,740)	$ (27,526)
Items not involving cash:
Depreciation	10,852	11,544	-
Share-based payment	-	212,410	-
Gain on shares issued for debt settlement	-	(16,633)	-
Gain on write-off of loans	-	(89,917)	-
Changes in non-cash working capital items:
Receivables	(15,217)	(74,170)	1,031
Prepaid expenses and advances	(15,967)	(61,876)	-
Other assets	17	18,259	-
Accounts payable and accrued liabilities	98,143	(82,612)	58,702
Due to / from related parties	(24,449)	180,353	-
Other liabilities	(70,058)	30,687	-
Net cash (used in) operating activities	(2,351,882)	(944,695)	32,207

Cash flows from investing activities
Convertible loan	-	-	(150,000)
Other receivables	320,000	-	-
Purchase of property, plant and equipment	(13,317)	(1,433)	-
Exploration and evaluation assets	-	(183,139)	-
Cash acquired from business combination	-	157,270	-
Cash paid in business combination	-	(762,890)	-
Net cash (used in) investing activities	306,683	(790,192)	(150,000)

Cash flows from financing activities
Proceeds from issuance of common shares	-	4,500,000	-
Proceeds from exercise of agent's options	-	20,000	-
Share issue costs	-	(249,553)	-
Deferred transaction and financing costs	-	-	(115,923)
Net cash provided by financing activities	-	4,270,447	(115,923)

Exchange difference arising on the translation of foreign subsidiaries	7,811	(11,955)	-
Change in cash and cash equivalents for the period	(2,037,388)	2,523,605	(233,716)
Cash and cash equivalents, beginning of the period	2,674,521	150,916	384,632
Cash and cash equivalents, end of the period	$ 637,133	$ 2,674,521	$ 150,916

Interest paid	$ -	$ -	$ -
Interest received	$ 20,572	$ 16,468	$ 1,819
Taxes paid	$ -	$ -	$ -
Taxes received	$ -	$ -	$ -
Shares issued for debt settlement	$ -	$ 101,750	$ -
Transaction costs accrued	$ -	$ -	$ 35,000

See notes to the consolidated financial statements

AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2011 AND EIGHT MONTHS ENDED DECEMBER 31, 2010

(Presented in Canadian Dollars) Table of Contents

NATURE OF OPERATIONS AND CONTINUANCE OF OPERATIONS

Avrupa Minerals Ltd. (formerly Everclear Capital Ltd.) (the “Company”) was incorporated on January 23, 2008 under the Business Corporations Act of British Columbia and its registered office is Suite 2610 – 1066 West Hastings Street, Vancouver, BC, Canada, V6E 3X1. The Company became a “Capital Pool Company” as defined in the Exchange’s Listing Policy 2.4 and its common shares began trading on the Exchange on September 2, 2008.

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) applicable to a going concern, which assume that the Company will be able to realize its assets and discharge its liabilities in the normal course of operations. The Company has no source of operating revenues and its capacity to operate as a going concern in the near-term will likely depend on its ability to continue raising equity financing.

There can be no assurance that the Company will be able to continue to raise funds in which case the Company may be unable to meet its obligations. Should the Company be unable to realize on its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded on the consolidated statement of financial position. The consolidated financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations.

The current market conditions and volatility increase the uncertainty of the Company’s ability to continue as a going concern given the need to both curtail expenditures and to raise additional funds. The Company is experiencing, and has experienced, negative operating cash flows. The Company will continue to search for new or alternate sources of financing but anticipates that the current market conditions may impact the ability to source such funds.

SIGNIFICANT ACCOUNTING POLICIES

(a)

Statement of compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC") effective for the Company's reporting period ended December 31, 2011.

(b)

Basis of preparation and use of judgment and estimates

These consolidated financial statements have been prepared on a historical cost basis. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2011 AND EIGHT MONTHS ENDED DECEMBER 31, 2010

(Presented in Canadian Dollars) Table of Contents

SIGNIFICANT ACCOUNTING POLICIES (Continued)

(b)

Basis of preparation and use of judgment and estimates (Continued)

The preparation of the consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Significant areas requiring the use of estimates, include the determination of share-based payments and carrying value of exploration and evaluation assets. Actual results may differ from these estimates.

These consolidated financial statements, including comparatives, have been prepared on the basis of IFRS standards that are published at the time of preparation and that are effective or available for the year ending December 31, 2011.

The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements.

(c)

Basis of consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries as follows:


	% of ownership	Jurisdiction	Nature of operations

MAEPA Empreendimentos Mineiros e Participacoes Lda	90%	Portugal	Exploration
Innomatik Exploration Kosovo LLC	92.5%	Kosovo	Exploration
Avrupa Holdings Ltd.	100%	Barbados	Holding
Avrupa Portugal Holdings Ltd.	100%	Barbados	Holding
Avrupa Kosovo Holdings Ltd.	100%	Barbados	Holding

Inter-company balances and transactions, including unrealized income and expenses arising from inter-company transactions, are eliminated in preparing the consolidated financial statements.

(d)

Asset Acquisitions

Asset Acquisitions that occurred after May 1, 2008 were accounted for in accordance with IFRS 3, Business Combinations (“IFRS 3”) and IAS 27, Consolidated and Separate Financial Statements .

AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2011 AND EIGHT MONTHS ENDED DECEMBER 31, 2010

(Presented in Canadian Dollars) Table of Contents

SIGNIFICANT ACCOUNTING POLICIES (Continued)

(d)

Asset Acquisitions (Continued)

(e)

Foreign currencies

The currency of the parent company, and the presentation currency applicable to these financial statements, is the Canadian dollar.

The Company has determined that the functional currency of its majority-owned subsidiaries is the Euros and that the functional currency of its wholly-owned subsidiaries is the US dollar. Exchange differences arising from the translation of the subsidiaries’ functional currencies into the Company’s presentation currency are taken directly to the exchange reserve.

(f)

Cash and cash equivalents

Cash equivalents include money market instruments which are readily convertible into cash or have maturities at the date of purchase of less than ninety days.

(g)

Exploration and evaluation assets and expenditure

AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2011 AND EIGHT MONTHS ENDED DECEMBER 31, 2010

(Presented in Canadian Dollars) Table of Contents

SIGNIFICANT ACCOUNTING POLICIES (Continued)

(g)

Exploration and evaluation assets and expenditure (Continued)

(h)

Property, plant and equipment

Property, plant and equipment (“PPE”) are carried at cost, less accumulated depreciation and accumulated impairment losses.

Depreciation is provided at rates calculated to write off the cost of property, plant and equipment, less their estimated residual value.

(i)

Capital leases

The Company had PPE under lease contracts recorded as tangible fixed assets by the financial method and under this method, the cost of the fixed assets, accumulated depreciation and the corresponding liability determined in accordance with the contractual financial plan. In addition, interest included in the lease installments and depreciation of the fixed assets is recognized in the consolidated statement of comprehensive loss to which they apply. All responsibilities were fully ended during 2010.

AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2011 AND EIGHT MONTHS ENDED DECEMBER 31, 2010

(Presented in Canadian Dollars) Table of Contents

SIGNIFICANT ACCOUNTING POLICIES (Continued)

(j)

Share-based payment transactions

(k)

Loss per share

(l)

Significant accounting judgments and estimates

AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2011 AND EIGHT MONTHS ENDED DECEMBER 31, 2010

(Presented in Canadian Dollars) Table of Contents

SIGNIFICANT ACCOUNTING POLICIES (Continued)

(l)

Significant accounting judgments and estimates (Continued)

Critical judgments

The analysis of the functional currency for each entity of the Company. In concluding that the Canadian dollar is the functional currency of the parent, management considered both the funds from financing activities and the currency in which goods and services are paid for. The functional currency of its majority-owned subsidiaries is the Euros and that the functional currency of its wholly-owned subsidiaries is the US dollar as management considered the currencies which mainly influence the cost of providing goods and services in those subsidiaries. The Company chooses to report in Canadian dollar as the presentation currency.

Estimates

the recoverability of amounts receivable and prepayments which are included in the consolidated statements of financial position;

the carrying amount of an asset or cash-generating unit comparing with the recoverable amount to assess the impairment loss, if any;

the estimated values of the exploration and evaluation assets which are recorded in the consolidated statements of financial position;

the inputs used in accounting for share purchase option expense in the consolidated statements of comprehensive loss;

the assessment of indications of impairment of each mineral property and related determination of the net realized value and write-down of those properties where applicable.

(m)

Provisions

(n)

Financial instruments

Financial assets

AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2011 AND EIGHT MONTHS ENDED DECEMBER 31, 2010

(Presented in Canadian Dollars) Table of Contents

SIGNIFICANT ACCOUNTING POLICIES (Continued)

(n)

Financial instruments (Continued)

All financial assets except for those at fair value through profit or loss are subject to review for impairment at least at each reporting date. Financial assets are impaired when there is any objective evidence that a financial asset or a group of financial assets is impaired. Different criteria to determine impairment are applied for each category of financial assets, which are described above.

Financial liabilities

Other financial liabilities - This category includes promissory notes, amounts due to related parties and accounts payables and accrued liabilities, all of which are recognized at amortized cost.

AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2011 AND EIGHT MONTHS ENDED DECEMBER 31, 2010

(Presented in Canadian Dollars) Table of Contents

SIGNIFICANT ACCOUNTING POLICIES (Continued)

(o)

Impairment of equipment and intangible assets (excluding goodwill)

(p)

Asset retirement obligation

The Company has no material restoration, rehabilitation and environmental costs as the disturbance to date is minimal.

AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2011 AND EIGHT MONTHS ENDED DECEMBER 31, 2010

(Presented in Canadian Dollars) Table of Contents

SIGNIFICANT ACCOUNTING POLICIES (Continued)

(q)

Income taxes

Additional income taxes that arise from the distribution of dividends are recognized at the same time as the liability to pay the related dividend.

AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2011 AND EIGHT MONTHS ENDED DECEMBER 31, 2010

(Presented in Canadian Dollars) Table of Contents

SIGNIFICANT ACCOUNTING POLICIES (Continued)

(r)

New accounting standards and interpretations

IFRS 7 (Amended 2010) Disclosures-Transfer of Financial Assets (effective July 1, 2011)

IFRS 9 (Amended 2010) Financial Instruments (effective January 13, 2013)

IFRS 10 (Issued 2011) Consolidated Financial Statements (effective January 2013)

IFRS 11 (Issued 2011) Joint Arrangements (effective January 2013)

IFRS 12 (Issued 2011) Disclosure of Interest in Other Entities (effective January 2013)

IFRS 13 (Issued 2011) Fair value Measurement

IAS 1 (Amended 2011) Presentation of Financial Statements (effective July 1, 2012)

IAS 12 (Amended 2010) Income Tax – Limited Scope Amendment (Recovery of Underlying Assets) (effective January 1, 2012)

IAS 19 (Amended 2011) Employee Benefits (effective January 1, 2013)

IAS 27 (Reissued 2011) Separate Financial Statements (effective January 1, 2013)

IAS 28 (Reissued 2011) Investments in Associates and Joint Ventures (effective January 1, 2013)

The Company anticipates that the application of the above new and revised standards, amendments and interpretations will have no material impact on its results and financial position.

ASSET ACQUISITION

The Company signed a final share purchase agreement on June 23, 2010 with Metallica Mining ASA (“Metallica”), a private Norwegian company, to acquire the controlling interest in MAEPA Empreendimentos Mineiros e Participacoes Lda., a private Portugese company (“MAEPA”), and Innomatik Exploration Kosovo LLC, a private Kosovo company (“Innomatik”). The Company acquired the following shares from Metallica: (a) 90% of the issued and outstanding shares in MAEPA (“MAEPA Shares”) and (b) 92.5% of the issued and outstanding shares of Innomatik (“Innomatik Shares”).

This acquisition was considered to be the Company’s QT as the Exchange provided its approval on July 13, 2010. In connection with this QT, the Company also completed a private placement (See Note 6b) and advanced to Metallica $150,000 (the “Loan”) as an advance on the Purchase Price. With the completion of the acquisitions of MAEPA and Innomatik on July 13, 2010, the loan was repaid.

As part of the share purchase agreement, the Company agreed to acquire the MAEPA Shares and Innomatik Shares from Metallica for $912,890 in cash. Metallica also paid to the Company $320,000 in accordance with the sale of the Repparfjord copper property in Norway, a property held under the acquired companies, to a third party. The receipt of the Repparfjord funds brought the final purchase price down to $592,890 (the “Purchase Price”).

Since the shareholders of MAEPA and Innomatik do not control the Company after the transaction and the private placement, the transaction was accounted for on the consolidated statement of financial position as an asset purchase with the Company identified as the acquiring entity.

AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2011 AND EIGHT MONTHS ENDED DECEMBER 31, 2010

(Presented in Canadian Dollars) Table of Contents

ASSET ACQUISITION (Continued)

The following table summarizes the estimated fair value of assets acquired and liabilities assumed as of the date of the acquisitions of MAEPA and Innomatik based on an allocation of the $592,890 in net cash consideration paid by the Company:


	MAEPA	Innomatik	Total
Cash	$ 155,867	$ 1,403	$ 157,270
Current assets other than cash	46,340	44,753	91,093
Property, plant and equipment	4,733	21,557	26,290
Exploration and evaluation asset	485,419	90,034	575,453
Total assets acquired	692,359	157,747	850,106
Total liabilities assumed	(40,180)	(157,747)	(197,927)
Net assets	652,179	-	652,179
Less: non-controlling interest	(59,289)	-	(59,289)
Net assets acquired	$ 592,890	$ -	$ 592,890

The Company allocated all its acquisition costs to MAEPA as the Marateca property in MAEPA had a NI43-101 compliant geological report completed.

PROPERTY, PLANT AND EQUIPMENT



	Furniture and other equipment	Vehicles	Other assets	Total
Cost
As at April 30, 2010	$ -	$ -	$ -	$ -
Additions during the period	15,015	134,761	1,203	150,979
As at December 31, 2010	15,015	134,761	1,203	150,979
Additions during the year	13,317	-	-	13,317
Exchange adjustment	137	3,410	20	3,567
As at December 31, 2011	$ 28,469	$ 138,171	$ 1,223	$ 167,863

Accumulated depreciation
As at April 30, 2010	$ -	$ -	$ -	$ -
Depreciation for the period	10,323	123,453	1,024	134,800
As at December 31, 2010	10,323	123,453	1,024	134,800
Depreciation for the year	6,094	4,559	199	10,852
Exchange adjustment	(176)	2,908	-	2,732
As at December 31, 2011	$ 16,241	$ 130,920	$ 1,223	$ 148,384

Net book value
As at April 30, 2010	$ -	$ -	$ -	$ -
As at December 31, 2010	$ 4,692	$ 11,308	$ 179	$ 16,179
As at December 31, 2011	$ 12,228	$ 7,251	$ -	$ 19,479

AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2011 AND EIGHT MONTHS ENDED DECEMBER 31, 2010

(Presented in Canadian Dollars) Table of Contents

EXPLORATION AND EVALUATION ASSETS AND MINERAL EXPLORATION EXPENSES


	Portugal				Kosovo					Germany	Total
	Marateca	Alvalade	Covas	Others	Glavej	Kamenica	Bajgora	Selac	Others		Total
Exploration and evaluation assets
As of December 31, 2010	$ 876,507	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ 876,507
Additions during the year	-	-	-	-	-	-	-	-	-	-	-
As of December 31, 2011	$ 876,507	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ 876,507

Mineral exploration expenses for the year ended December 31, 2011
Assaying	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ -
Concession fees and taxes	14,036	13,162	65,704	1,499	2,075	2,071	5,133	4,831	8,740	-	117,251
Geology work	-	-	-	-	20,339	50,125	68,147	34,181	12,081	31,967	216,840
Insurance	-	-	-	-	369	2,002	3,471	1,674	485	-	8,001
Legal and accounting	-	-	-	-	-	-	-	-	-	-	-
Office and administrative fees	7,201	10,431	2,401	1,232	184	3,524	1,708	2,809	431	683	30,604
Rent	6,743	-	282	-	838	4,546	7,881	3,800	1,134	-	25,224
Salaries	631,200	336,883	69,064	70,184	7,751	42,054	72,899	35,155	11,092	-	1,276,282
Site costs	15,032	18,589	3,805	921	25,175	94,605	14,654	7,878	2,707	-	183,366
Travel	25,038	36,417	6,985	5,393	-	-	-	2,219	-	-	76,052
Advance from optionee	-	(275,752)	(178,271)	-	-	-	-	-	-	-	(454,023)
	$ 699,250	$ 139,730	$ (30,030)	$ 79,229	$ 56,731	$ 198,927	$ 173,893	$ 92,547	$ 36,670	$ 32,650	$ 1,479,597
Cumulative mineral exploration expenses since acquisition
Assaying	$ -	$ -	$ -	$ -	$ 3,292	$ 3,569	$ 438	$ -	$ 817	$ -	$ 8,116
Concession fees and taxes	11,852	13,162	89,573	1,499	5,464	5,788	6,494	6,191	10,264	-	150,287
Geology work	-	-	-	-	37,539	65,849	78,694	34,181	31,158	31,967	279,388
Insurance	-	-	-	-	1,181	2,814	3,471	1,674	485	-	9,625
Legal and accounting	-	296	-	-	-	-	-	-	-	-	296
Office and administrative fees	8,410	11,838	3,466	1,308	480	4,247	3,178	2,809	2,013	683	38,432
Rent	6,743	-	282	-	838	4,546	7,881	3,800	1,134	-	25,224
Salaries	728,048	397,228	147,746	70,184	49,995	84,298	79,223	35,155	17,415	-	1,609,292
Site costs	20,632	20,396	7,099	921	26,484	115,515	15,188	7,878	3,469	-	217,582
Travel	27,653	39,550	9,574	5,768	-	-	-	2,219	-	-	84,764
Advance from optionee	-	(275,752)	(178,271)	-	-	-	-	-	-	-	(454,023)
	$ 803,338	$ 206,718	$ 79,469	$ 79,680	$ 125,273	$ 286,626	$ 194,567	$ 93,907	$ 66,755	$ 32,650	$ 1,968,983

AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2011 AND EIGHT MONTHS ENDED DECEMBER 31, 2010

(Presented in Canadian Dollars) Table of Contents

EXPLORATION AND EVALUATION ASSETS AND MINERAL EXPLORATION EXPENSES (Continued)


	Portugal				Kosovo					Total
	Marateca	Alvalade	Covas	Others	Glavej	Kamenica	Bajgora	Others	Rezhanc	Total
Exploration and evaluation assets
As at April 30, 2010	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ -
Additions during the period	876,507	-	-	-	-	-	-	-	-	876,507
As at December 31, 2010	$ 876,507	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ 876,507

Mineral exploration expenses for the eight months ended December, 2010
Assaying	$ -	$ -	$ -	$ -	$ 3,292	$ 3,569	$ 438	$ -	$ 817	$ 8,116
Concession fees and taxes	(2,184)	-	23,869	-	3,389	3,717	1,361	1,360	1,524	33,036
Geology work	-	-	-	-	17,200	15,724	10,547	-	19,077	62,548
Insurance	-	-	-	-	812	812	-	-	-	1,624
Legal and accounting	-	296	-	-	-	-	-	-	-	296
Office and administrative fees	1,209	1,407	1,065	76	296	723	1,470	-	1,582	7,828
Salaries	96,848	60,345	78,682	-	42,244	42,244	6,324	-	6,323	333,010
Site costs	5,600	1,807	3,294	-	1,309	20,910	534	-	762	34,216
Travel	2,615	3,133	2,589	375	-	-	-	-	-	8,712
	$ 104,088	$ 66,988	$ 109,499	$ 451	$ 68,542	$ 87,699	$ 20,674	$ 1,360	$ 30,085	$ 489,386

Cumulative mineral exploration expenses since acquisition
Assaying	$ -	$ -	$ -	$ -	$ 3,292	$ 3,569	$ 438	$ -	$ 817	$ 8,116
Concession fees and taxes	(2,184)	-	23,869	-	3,389	3,717	1,361	1,360	1,524	33,036
Geology work	-	-	-	-	17,200	15,724	10,547	-	19,077	62,548
Insurance	-	-	-	-	812	812	-	-	-	1,624
Legal and accounting	-	296	-	-	-	-	-	-	-	296
Office and administrative fees	1,209	1,407	1,065	76	296	723	1,470	-	1,582	7,828
Salaries	96,848	60,345	78,682	-	42,244	42,244	6,324	-	6,323	333,010
Site costs	5,600	1,807	3,294	-	1,309	20,910	534	-	762	34,216
Travel	2,615	3,133	2,589	375	-	-	-	-	-	8,712
	$ 104,088	$ 66,988	$ 109,499	$ 451	$ 68,542	$ 87,699	$ 20,674	$ 1,360	$ 30,085	$ 489,386

AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2011 AND EIGHT MONTHS ENDED DECEMBER 31, 2010

(Presented in Canadian Dollars) Table of Contents

EXPLORATION AND EVALUATION ASSETS AND MINERAL EXPLORATION EXPENSES (Continued)

The Company, through its 90% holding in MAEPA, holds six exploration licenses in Portugal, spread from the north to the south in the country. The licenses have been issued to MAEPA by the government of Portugal, and are as follows:

Marateca

Alvalade / Canal Caveira / Ferreira do Alentejo

Covas

Aljesur (Acquired subsequent to December 31, 2011)

Arga (Acquired subsequent to December 31, 2011)

Alvito (Acquired subsequent to December 31, 2011)

Licenses have varying work commitments, as approved by the government of Portugal, and all licenses carry a 3% NSR, payable to the government of Portugal.

Marateca:

In its acquisition of MAEPA (Note 3), the Company allocated all of its acquisition cost to the Marateca project as it had been the subject of the NI 43-101 compliant report.

Alvalade / Canal Caveira / Ferreira do Alentejo:

Covas:

AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2011 AND EIGHT MONTHS ENDED DECEMBER 31, 2010

(Presented in Canadian Dollars) Table of Contents

EXPLORATION AND EVALUATION ASSETS AND MINERAL EXPLORATION EXPENSES (Continued)

The Company, through its 92.5% holding in Innomatik, holds five exploration licenses in Kosovo:

Glavej

Kamenica

Bajgora

Selac

Koritnik (Acquired subsequent to December 31, 2011)

The Glavej and Kamenica licenses were originally issued to Innomatik for two years, but have now been renewed for three years, as required by Kosovo law. Upon renewal, the licenses were reduced in size by 50%. The present, post-renewal size is listed above. The Bajgora and Selac licenses were newly issued during Q1 2011 for three years. All licenses carry a work commitment, and there is a 2% NSR, payable to the government of Kosovo, attached to each of the licenses.

CAPITAL AND RESERVES

(a)

Authorized:

At December 31, 2011, the authorized share capital comprised of an unlimited number of common shares. The common shares do not have a par value. All issued shares are fully paid.

(b)

Private Placements

(i)

On June 22, 2010, the Company closed a private placement related to the completion of its QT for gross proceeds of $4 million. The Company had issued 11,428,571 subscription receipts (“Receipts”) at $0.35 per receipt. Each receipt was converted into a unit at the completion of the QT, which consists of a common share and one half of a transferable common share purchase warrant. Each whole warrant entitles the holder to purchase one additional common share at a price of $0.50 for a period of 18 months. The securities issued under the private placement were subject to a four-month hold period which expired on October 22, 2010. The warrants were being ascribed a value of $606,539.

A total of $183,859 cash finder’s fee was paid and 525,310 finder’s options were issued as part of the financing. In addition, another $30,944 was included in the share issue costs. Each finder’s option can be converted into a unit with the same terms as the financing at $0.35 for a period of 18 months. The finder’s options were ascribed a value of $55,614.

AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2011 AND EIGHT MONTHS ENDED DECEMBER 31, 2010

(Presented in Canadian Dollars) Table of Contents

CAPITAL AND RESERVES (Continued)

(b)

Private Placements (Continued)

(ii)

On October 25, 2010, the Company closed a private placement issuing 1,250,000 units at a price of $0.40 per unit for gross proceeds of $500,000. Each unit consists of one common share and one-half of one non-transferable warrant. Each whole warrant entitles the holder to purchase one additional common share at a price of $0.55 for a period of 18 months. The securities issued under the private placement were subject to a four-month hold period expired on February 25, 2011. The warrants were being ascribed a value of $139,046.

A total of $31,500 cash finder’s fee was paid and 78,750 finder’s options were issued as part of the financing. In addition, another $3,250 was included in the share issue costs. Each finder’s option can be converted into a unit with the same terms as the financing at $0.40 for a period of 18 months. The finder’s options were being ascribed a value of $20,275.

(c)

Shares for debt settlement

On December 6, 2010, 275,000 common shares were issued to Peter Merkel, a non-controlling shareholder of Innomatik, at a fair value of $0.37 price ($101,750) to settle the working capital loan and the interests thereto owing to him in the amount of € 88,385 ($118,383), resulting in a gain on settlement of debt of $16,633.

(d)

Escrow shares

1,300,000 seed shares were placed in escrow in accordance with the escrow agreement dated July 28, 2008. 10% of the escrowed common shares were released on July 13, 2010, upon the completion of the QT. As at December 31, 2011, there were 780,000 common shares of the Company held in escrow. 195,000 escrow shares were released subsequently on January 13, 2012.

(e)

Share Purchase Option Compensation Plan

The Company has established a stock option plan whereby the Company may grant options to directors, officers, employees and consultants of up to 10% of the common shares outstanding at the time of grant. The exercise price, term and vesting period of each option are determined by the board of directors within regulatory guidelines.

Stock option transactions and the number of stock options are summarized as follows:


Expiry date	Exercise price	December 31, 2010	Granted	Exercised	Expired/ cancelled	December 31, 2011
August 28, 2013	$ 0.20	220,000	-	-	-	220,000
July 8, 2015 *	$ 0.35	880,000	-	-	-	880,000
July 15, 2015	$ 0.35	10,000	-	-	-	10,000
Options outstanding		1,110,000	-	-	-	1,110,000
Options exercisable		1,110,000	-	-	-	1,110,000
Weighted average exercise price		$0.32	$Nil	$Nil	$Nil	$0.32

subsequently, 10,000 options expired.

As of December 31, 2011, the weighted average contractual remaining life is 3.29 years (2010 – 4.29 years).

AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2011 AND EIGHT MONTHS ENDED DECEMBER 31, 2010

(Presented in Canadian Dollars) Table of Contents

CAPITAL AND RESERVES (Continued)

(e)

Share Purchase Option Compensation Plan (Continued)

The weighted average share price during the period of exercises was $nil (2010 - $nil).

The weighted average assumptions used to estimate the fair value of options for the year ended December 31, 2011 and the period ended December 31, 2010 were:


	Year Ended December 31, 2011	Eight Months Ended December 31, 2010

Risk-free interest rate	Nil	2.47%
Expected life	Nil	5 years
Expected volatility	Nil	85.59%
Expected dividend yield	Nil	0%

Option pricing models require the input of highly subjective assumptions including the expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore the existing models do not necessarily provide a reliable measure of the fair value of the Company’s share purchase options.

(f)

Finder’s Options

The Company issued 525,310 finder’s options on July 8, 2010 and 78,750 finder’s options on October 27, 2010 upon the closing of its private placements (Note 6b).

On August 24, 2010, 100,000 finder’s options related to the Company’s initial public offering (“IPO”) were exercised.

The continuity of finder’s options for the year ended December 31, 2011 is as follows:


Expiry date	Exercise price	December 31, 2010	Issued	Exercised	Expired	December 31, 2011
January 8, 2012*	$0.35	525,310	-	-	-	525,310
April 27, 2012	$0.40	78,750	-	-	-	78,750
Outstanding		604,060	-	-	-	604,060
Weighted average exercise price		$0.36	$Nil	$Nil	$Nil	$0.36

*subsequently, 525,310 finder’s options expired.

As of December 31, 2011, the weighted average contractual remaining life is 0.07 year (2010 – 1.03 years).

The weighted average share price during the period of exercises was $nil (2010 - $nil).

The weighted average assumptions used to estimate the fair value of finder’s options for the year ended December 31, 2011 and the period ended December 31, 2010 were:


	Year Ended December 31, 2011	Eight Months Ended December 31, 2010
Risk-free interest rate	Nil	1.49%
Expected life	Nil	1.5 years
Expected volatility	Nil	89.52%
Expected dividend yield	Nil	0%

AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2011 AND EIGHT MONTHS ENDED DECEMBER 31, 2010

(Presented in Canadian Dollars) Table of Contents

CAPITAL AND RESERVES (Continued)

(g)

Warrants

The continuity of warrants for the year ended December 31, 2011 is as follows:


Expiry date	Exercise price	December 31, 2010	Issued	Exercised	Expired	December 31, 2011
January 8, 2013 ⁽¹⁾	$0.50	5,714,284	-	-	-	5,714,284
April 27, 2012	$0.55	625,000	-	-	-	625,000
Outstanding		6,339,284	-	-	-	6,339,284
Weighted average exercise price		$0.50	$Nil	$Nil	$Nil	$0.50

⁽¹⁾

On December 14, 2011, the Company extended the expiry date of 5,714,284 outstanding common share purchase warrants by an additional 12 months to January 8, 2013. The warrants were issued by the Company in July 2010, by way of private placement. Each warrant entitles the holder to acquire one common share of the Company at a price of $0.50. The fair value of these extended warrants using the Black-Scholes pricing model assumes an average risk free rate of 0.87%, no dividend yield, average expected life of 1.07 years and an average expected price volatility of 83.33%. As a result, $109,714 was reallocated from the share capital to fair value of warrants.

As of December 31, 2011, the weighted average contractual life is 0.95 year (2010 – 1.05 years).

The weighted average share price during the period of exercises was $nil (2010 - $nil).

The weighted average assumptions used to estimate the fair value of warrants for the year ended December 31, 2011 and the period ended December 31, 2010 were:


	Year Ended December 31, 2011	Eight Months Ended December 31, 2010
Risk-free interest rate	0.87%	1.67%
Expected life	1.07	1.5 years
Expected volatility	83.33%	88.56%
Expected dividend yield	0%	0%

RELATED PARTY TRANSACTIONS AND BALANCES

The aggregate value of transactions and outstanding balances relating to key management personnel and entities over which they have control or significant influence were as follows:

For the year ended December 31, 2011

Short-term

employee benefits

Post-employment

benefits

Other

long-term

benefits

Termination

benefits

Other expenses

Share-based

payments

Total

Paul W. Kuhn

Chief Executive Officer, Director

$232,418

$Nil

$62,864

$Nil

$295,282

Winnie Wong,

Chief Financial Officer

$Nil

AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2011 AND EIGHT MONTHS ENDED DECEMBER 31, 2010

(Presented in Canadian Dollars) Table of Contents

RELATED PARTY TRANSACTIONS AND BALANCES (Continued)

For the eight months ended December 31, 2010

Short-term

employee benefits

Post-employment

benefits

Other

long-term

benefits

Termination

benefits

Other expenses

Share-based

payments

Total

Paul W. Kuhn

Chief Executive Officer, Director

$101,535

$Nil

$16,744

$83,532

$201,811

Mark T. Brown,

Former Chief Executive Officer, Director

$Nil

$11,933

Winnie Wong,

Chief Financial Officer

$Nil

$11,933

Gregory E. McKelvey,

Director

$10,502

$Nil

$11,933

$22,435

Donald E. Ranta,

Director

$Nil

$11,933

Related party assets / liabilities


	Services	Year Ended December 31, 2011	Eight Months Ended December 31, 2010	As at December 31, 2011	As at December 31, 2010
Amounts due to:
Pacific Opportunity Capital Ltd. ^(a)	Rent, management and accounting services	$106,615	$131,344	$8,657	$11,531
Paul W. Kuhn	Consulting, housing allowance and school payment	$295,282	$201,811	$7,986	$12,142
Peter Merkel ^(b)(d)	Loan interest	$Nil	$13,820	$Nil	$Nil
Paul L. Nelles ^(b)	Salaries	$91,333	$69,274	$Nil	$Nil
Michael Diehl ^(b)	Salaries	$144,658	$51,918	$Nil	$Nil
Mineralia ^(c)	Consulting	$219,532	$147,877	$Nil	$17,419
TOTAL:				$16,643	$41,092

Amounts due from:
Adriano Barros	Retaining 10% interest in MAEPA	$Nil	$Nil	$5,937	$Nil

(a)

Pacific Opportunity Capital Ltd., a company controlled by a director of the Company.

(b)

Peter Merkel, Paul L. Nelles and Michael Diehl are non-controlling shareholders of Innomatik.

(c)

Mineralia, a private company partially owned by Adriano Barros, a non-controlling shareholder and general manager of MAEPA.

(d)

Peter Merkel received 275,000 common shares at a fair value of $0.37 price ($101,750) to settle the working capital loan and the interests owing to him in the amount of € 88,385 ($118,383).

AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2011 AND EIGHT MONTHS ENDED DECEMBER 31, 2010

(Presented in Canadian Dollars) Table of Contents

LOSS PER SHARE

Basic and diluted loss per share

The calculation of basic and diluted loss per share for the year ended December 31, 2011 was based on the loss attributable to common shareholders of $2,117,206 (eight months ended December 31, 2010 – $1,043,097) and a weighted average number of common shares outstanding of 16,103,571 (eight months ended December 31, 2010 – 12,452,915).

Diluted loss per share did not include the effect of 1,110,000 (eight months ended December 31, 2010 – 1,110,000) share purchase options, 604,060 (eight months ended December 31, 2010 – 604,060) finder’s options and 6,339,284 warrants (eight months ended December 31, 2010 – 6,339,284) as they are anti-dilutive.

FINANCIAL INSTRUMENTS

The fair values of the Company’s cash and cash equivalents, receivables, accounts payables and accrued liabilities, other liabilities and due from/to related parties approximate their carrying values because of the short-term nature of these instruments.

The Company’s financial instruments are exposed to certain financial risks, including credit risk, liquidity risk, interest risk and commodity price risk.

(a)

Credit risk

The Company’s cash and cash equivalents are held in financial institutions in Canada, Portugal, Kosovo and Barbados. The Company does not have any asset-backed commercial paper in its cash and cash equivalents. The Company’s receivable consists primarily of goods and services tax due from the federal government of Canada and the value-added taxes in Portugal and Kosovo.

(b)

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure.

As at December 31, 2011, the Company had a cash and cash equivalent balance of $637,133 (December 31, 2010 - $2,674,521) to settle down current liabilities of $189,466 (December 31, 2010 - $185,830).

Accounts payable and accrued liabilities are due within the current operating period.

(c)

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The risk that the Company will realize a loss as a result of a decline in the fair value of the cash and cash equivalents is limited because they are generally held to maturity. A 1% change in the interest rate, with other variables unchanged, would affect the Company by an annualized amount of interest equal to approximately $3,400 based on the deposits as of December 31, 2011.

AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2011 AND EIGHT MONTHS ENDED DECEMBER 31, 2010

(Presented in Canadian Dollars) Table of Contents

FINANCIAL INSTRUMENTS (Continued)

(d)

Commodity price risk

The Company is exposed to price risk with respect to equity prices. Price risk as it relates to the Company is defined as the potential adverse impact on the Company’s ability to finance due to movements in individual equity prices or general movements in the level of the stock market. The Company closely monitors individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company.

(e)

Currency risk

The Company’s property interests in Portugal and Kosovo make it subject to foreign currency fluctuations and inflationary pressures which may adversely affect the Company’s financial position, results of operations and cash flows. The Company is affected by changes in exchange rates between the Canadian Dollar and foreign functional currencies. The Company does not invest in foreign currency contracts to mitigate the risks. A one cent change of the Canadian dollar would affect the Company’s estimated one-year exploration expenditures by $10,000 based on a $1 million program.

IFRS 7 establishes a fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value as follows:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The following table sets forth the Company’s financial assets measured at fair value by level within the fair value hierarchy.


		Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	637,133	$	-	$	-	$	637,133
	$	637,133	$	-	$	-	$	637,133

10.

MANAGEMENT OF CAPITAL RISK

The Company manages its cash and cash equivalents, common shares, warrants, finder’s options and share purchase options as capital (see Note 6). The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, acquire or dispose of assets or adjust the amount of cash and cash equivalents held.

AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2011 AND EIGHT MONTHS ENDED DECEMBER 31, 2010

(Presented in Canadian Dollars) Table of Contents

10.

MANAGEMENT OF CAPITAL RISK (Continued)

In order to maximize ongoing operating efforts, the Company does not pay out dividends. The Company’s investment policy is to invest its short-term excess cash in highly liquid short-term interest-bearing investments with maturities of 90 days or less from the original date of acquisition, selected with regards to the expected timing of expenditures from continuing operations.

The Company expects its current capital resources will be sufficient to carry out its exploration and operations in the near term.

11.

INCOME TAX

A reconciliation of income taxes at statutory rates is as follows:


	Year Ended December 31, 2011	Eight Months Ended December 31, 2010

Loss before income taxes	$ (2,332,211)	$ (1,071,262)

Expected income tax recovery	$ (618,036)	$ (305,310)
Effect of foreign tax rate	98,069	47,317
Non-deductible items	194	55,885
Deductible items	(16,113)	(14,225)
Unrecognized benefit of non-capital losses	538,878	217,811

	$ 2,992	$ 1,478

Income tax expense recorded for the year ended December 31, 2011 of $2,992 (eight months ended December 31, 2010 – $1,478) was due to autonomous taxation on specific expenses in MAEPA.

The significant components of the Company’s future income tax assets are as follows:


	Year Ended December 31, 2011	Eight Months Ended December 31, 2010

Future income tax assets
Non-capital loss carryforwards	$ 700,122	$ 200,467
Share issue costs	42,879	58,777
	743,001	259,244
Valuation allowance	(743,001)	(259,244)

Net future income tax assets	$ -	$ -

The Company has available for deduction against future taxable income non-capital losses of approximately $459,000 in Canada, $787,000 in Kosovo, $1,905,000 in Portugal and $32,000 in Barbados. These losses, if not utilized, will expire through to 2031. Future tax benefits which may arise as a result of these non-capital losses have not been recognized in these consolidated financial statements and have been offset by a valuation allowance. The following table shows the non-capital losses in Canada:

AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2011 AND EIGHT MONTHS ENDED DECEMBER 31, 2010

(Presented in Canadian Dollars) Table of Contents

11.

INCOME TAX (Continued)


Year of Origin	Year of Expiry	Non-capital losses

2008	2028	$ 10,500
2009	2029	45,000
2010	2030	38,500
2010	2030	314,000
2011	2031	51,000
		$ 459,000

12.

SEGMENTED FINANCIAL INFORMATION

The Company operate in one industry segment, being the acquisition and exploration of mineral properties. Geographic information is as follows:


	December 31, 2011	December 31, 2010
Non-current assets
Portugal	$ 883,030	$ 877,195
Kosovo	12,956	15,491
	$ 895,986	$ 892,686

	Year ended	Eight month ended
	December 31, 2011	December 31, 2010
Mineral exploration expenses
Portugal	$ 1,342,202	$ 281,026
Kosovo	558,768	208,360
Germany	32,650	-
	$ 1,933,620	$ 489,386

13.

COMMITMENTS

As of December 31, 2011, the Company had a total of € 120,000 ($158,316) cash pledged for its exploration licenses in Portugal.

AVRUPA MINERALS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2011 AND EIGHT MONTHS ENDED DECEMBER 31, 2010

(Presented in Canadian Dollars) Table of Contents

14.

EVENTS AFTER THE REPORTING PERIOD

Subsequent to December 31, 2011:

The Company completed a private placement issuing 4,000,000 units (‘Units”) at a price of $0.30 per Unit of gross proceeds of $1,200,000. Each Unit consist of one common share and one non-transferable warrant. Each warrant entitles the holder to purchase one additional common share at a price of $0.50 for a period of 24 months. A cash finder’s fee of $55,174 was paid and finder’s warrants, entitling the holders to purchase up to 183,913 Units for a period of 24 months from issue at a price of $0.30 per Unit, were issued. Insiders participated in the offering for a total of 303,667 Units.

The Company purchased the remaining 10% interest in MAEPA from its non-controlling interest owner (“NCI owner”) with the following terms:

The Company shall pay NCI owner $150,000 within 10 days of the Company signing the final purchase agreement; and

The Company shall issue NCI owner 500,000 common shares of the Company receiving the fully executed final purchase agreement.

The common shares of the Company issued to NCI owner will have trading restrictions such that 25% of the shares will be free trading after 6 months, another 25% of the shares after 12 months, another 25% of the shares after 18 months, and the final 25% of the shares after 24 months.

On April 17, 2012, the Company obtained the approval from the TSX Venture Exchange to the agreement and the issuance of the shares.

Subsequent to December 31, 2011, the Company obtained the Aljesur, Arga, Alvito and Koritnik exploration licenses.

The Company granted 100,000 options to an officer at a price of $0.30 expiring on January 26, 2017 and 800,000 options to directors, officers, employees and consultants at a price of $0.30 expiring on April 10, 2017.

The Company extended the expiry date of 625,000 outstanding common share purchase warrants by an additional 12 months to April 27, 2013.

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[AVRUPA20FJUN112V2007.JPG]

AVRUPA MINERALS LTD.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED

MARCH 31, 2012

(UNAUDITED)

Table of Contents

AVRUPA MINERALS LTD.

Contents

Page

Notice of No Auditor Review of Interim Financial Statements

Condensed Consolidated Interim Statements of Financial Position

Condensed Consolidated Interim Statements of Comprehensive Loss

Condensed Consolidated Interim Statements of Changes in Equity

Condensed Consolidated Interim Statements of Cash Flows

Notes to the Condensed Consolidated Interim Financial Statements

95 – 110

410 – 325 Howe Street, Vancouver, BC V6C 1Z7 T: (604) 687-3520 F: (604) 688-3392

Table of Contents

NOTICE OF NO AUDITOR REVIEW OF

INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3 (3) (a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that an auditor has not reviewed the financial statements.

The accompanying unaudited interim financial statements of the Company have been prepared by and are the responsibility of the Company’s management.

The Company’s independent auditor has not performed a review of these financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity’s auditor.

Table of Contents

AVRUPA MINERALS LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

(Presented in Canadian Dollars)


	Note	March 31, 2012	December 31, 2011
		(Unaudited)	(Audited)
Assets
Non-current assets
Property, plant and equipment	5	$ 33,783	$ 19,479
Exploration and evaluation assets	6	876,507	876,507
		910,290	895,986
Current assets
Other assets		1,914	1,895
Due from related party	8	5,995	5,937
Receivables		112,342	119,724
Prepaid expenses and advances		163,865	120,695
Cash and cash equivalents		1,496,235	637,133
		1,780,351	885,384

Total assets		$ 2,690,641	$ 1,781,370

Equity
Share capital	7	$ 4,358,464	$ 3,866,547
Reserves	7	1,826,073	1,179,864
Deficit		(3,435,078)	(3,272,093)
		2,749,459	1,774,318
Non-controlling interest		(219,741)	(182,414)
		2,529,718	1,591,904
Liabilities
Current liabilities
Due to related parties	8	39,212	16,643
Accounts payable and accrued liabilities		121,711	172,823
		160,923	189,466

Total equity and liabilities		$ 2,690,641	$ 1,781,370

Events after the reporting period (Note 14)

These condensed consolidated interim financial statements are authorized for issue by the Board of Directors on May 28, 2012. They are signed on the Company's behalf by:

/s/Paul W. Kuhn

/s/Mark T. Brown

Director

See notes to the consolidated financial statements

Table of Contents

AVRUPA MINERALS LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS

(Presented in Canadian Dollars)

(Unaudited)


		Three months ended	Three months ended
	Note	March 31, 2012	March 31, 2011

Mineral exploration expenses	6
Mineral exploration expenses		$ 302,170	$ 387,496
Advances from optionees		(354,288)	-
		52,118	(387,496)
General administrative expenses
Accounting and legal		37,066	28,187
Bank charges		2,348	2,910
Consulting		13,762	22,246
Depreciation		2,603	1,796
Insurance		4,834	-
Investor relations		31,445	18,100
Licenses, fees and taxes		33	184
Listing and filing fees		5,402	5,500
Office and administrative fees		17,217	9,007
Rent		16,396	20,605
Salaries		68,837	72,149
Share-based payment		25,070	-
Telephone		3,669	1,865
Transfer agent fees		1,133	1,535
Travel		21,011	17,606
		(250,826)	(201,690)
Other items
Foreign exchange gain		(99)	(220)
Interest income		1,260	6,995
Other income		(369)	2,504
Property investigation cost		(2,396)	(29,773)

Loss after tax		(200,312)	(609,680)

Non-controlling interest for the period		(37,327)	(49,670)

Net loss for the period		(162,985)	(560,010)
Exchange difference arising on the translation of foreign subsidiaries		1,525	-
Comprehensive loss for the period		$ (161,460)	$ (560,010)
Basic and diluted loss per share	9	$ (0.01)	$ (0.03)

See notes to the consolidated financial statements

Table of Contents

AVRUPA MINERALS LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY

(Presented in Canadian Dollars)


		Share capital		Reserves
		Number of shares	Amount	Warrants	Finder’s options	Equity settled employee benefits			Non-controlling interest	Total equity
	Note	Number of shares	Amount	Warrants	Finder’s options	Equity settled employee benefits	Exchange	Deficit	Non-controlling interest	Total equity

Balance as at December 31, 2010 (Audited)		16,103,571	$ 3,976,261	$ 745,585	$ 75,889	$ 251,984	$(11,955)	$ (1,154,887)	$ 29,646	$ 3,912,523
Non-controlling interest for the period		-	-	-	-	-	-	-	(49,670)	(49,670)
Comprehensive loss		-	-	-	-	-	12,964	(560,010)	-	(547,046)

Balance as at March 31, 2011 (Unaudited)		16,103,571	3,976,261	745,585	75,889	251,984	1,009	(1,714,897)	(20,024)	3,315,807
Revaluation of extended warrants		-	(109,714)	109,714	-	-	-	-	-	-
Non-controlling interest retaining position	8	-	-	-	-	-	-	-	5,937	5,937
Non-controlling interest for the period		-	-	-	-	-	-	-	(168,327)	(168,327)
Comprehensive loss		-	-	-	-	-	(4,317)	(1,557,196)		(1,561,513)

Balance as at December 31, 2011 (Audited)		16,103,571	3,866,547	855,299	75,889	251,984	(3,308)	(3,272,093)	(182,414)	1,591,904
Share issues:
Shares issued for private placement		4,000,000	612,870	587,130	-	-	-	-	-	1,200,000
Share issue costs		-	(120,953)	-	32,484	-	-	-	-	(88,469)
Share-based payment		-	-	-	-	25,070	-	-	-	25,070
Non-controlling interest for the period		-	-	-	-	-	-	-	(37,327)	(37,327)
Comprehensive loss		-	-	-	-	-	1,525	(162,985)	-	(161,460)

Balance as at March 31, 2012 (Unaudited)		20,103,571	$ 4,358,464	$1,442,429	$108,373	$ 277,054	$ (1,783)	$ (3,435,078)	$ (219,741)	$ 2,529,718

See notes to the consolidated financial statements

Table of Contents

AVRUPA MINERALS LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(Presented in Canadian Dollars)

(Unaudited)


	Three months ended	Three months ended
	March 31, 2012	March 31, 2011

Cash flows from operating activities
Loss after tax for the period	$ (200,312)	$ (609,680)
Items not involving cash:
Depreciation	2,603	1,796
Share-based payment	25,070	-
Changes in non-cash working capital items:
Receivables	7,382	8,445
Other receivables	-	320,000
Prepaid expenses and advances	(43,170)	(2,566)
Other assets	(19)	(57)
Accounts payable and accrued liabilities	(51,112)	207,176
Due to / from related parties	22,511	(19,053)
Other liabilities	-	(70,058)

Net cash (used in) operating activities	(237,047)	(163,997)

Cash flows from investing activities
Purchase of property, plant and equipment	(16,754)	(13,834)

Net cash (used in) investing activities	(16,754)	(13,834)

Cash flows from financing activities
Proceeds from issuance of common shares	1,200,000	-
Share issue costs	(88,469)	-

Net cash provided by financing activities	1,111,531	-

Exchange difference arising on the translation of foreign subsidiaries	1,371	11,963
Change in cash and cash equivalents for the period	859,101	(165,868)
Cash and cash equivalents, beginning of the period	637,133	2,674,521
Cash and cash equivalents, end of the period	$ 1,496,234	$ 2,508,653

Interest paid	$ -	$ -
Interest received	$ 1,260	$ 6,995
Shares issued for debt settlement	$ -	$ -
Transaction costs accrued	$ -	$ -

See notes to the consolidated financial statements

AVRUPA MINERALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND MARCH 31, 2011

(Presented in Canadian Dollars)

(Unaudited) Table of Contents

NATURE OF OPERATIONS AND CONTINUANCE OF OPERATIONS

These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) applicable to a going concern, which assume that the Company will be able to realize its assets and discharge its liabilities in the normal course of operations. The Company has no source of operating revenues and its capacity to operate as a going concern in the near-term will likely depend on its ability to continue raising equity financing.

There can be no assurance that the Company will be able to continue to raise funds in which case the Company may be unable to meet its obligations. Should the Company be unable to realize on its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded on the condensed consolidated interim statement of financial position. The condensed consolidated interim financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations.

BASIS OF PREPARATION

(a)

Statement of compliance

These condensed consolidated interim financial statements, including comparatives, have been prepared in accordance with International Accounting Standards (IAS”) 34 “Interim Financial Reporting (“IAS34”) using accounting policies consistent with the IFRS issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").

(b)

Basis of preparation and use of judgment and estimates

These condensed consolidated interim financial statements have been prepared on a historical cost basis. In addition, these consolidated interim financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

AVRUPA MINERALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND MARCH 31, 2011

(Presented in Canadian Dollars)

(Unaudited) Table of Contents

BASIS OF PREPARATION (Continued)

(b)

Basis of preparation and use of judgment and estimates (Continued)

The preparation of these condensed consolidated interim financial statements in conformity with IAS 34 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates. These condensed consolidated interim financial statements do not include all of the information required for full annual financial statements.

These condensed consolidated interim financial statements, including comparatives, have been prepared on the basis of IFRS standards that are published at the time of preparation.

(c)

New accounting standards and interpretations

Certain new accounting standards and interpretations have been published that are not mandatory for the March 31, 2012 reporting period. The Company has not early adopted the following new and revised standards, amendments and interpretations that have been issue but are not yet effective:

IFRS 7 (Amended 2010) Disclosures-Transfer of Financial Assets (effective July 1, 2011)

IFRS 9 (Amended 2010) Financial Instruments (effective January 13, 2013)

IFRS 10 (Issued 2011) Consolidated Financial Statements (effective January 2013)

IFRS 11 (Issued 2011) Joint Arrangements (effective January 2013)

IFRS 12 (Issued 2011) Disclosure of Interest in Other Entities (effective January 2013)

IFRS 13 (Issued 2011) Fair value Measurement

IAS 1 (Amended 2011) Presentation of Financial Statements (effective July 1, 2012)

IAS 12 (Amended 2010) Income Tax – Limited Scope Amendment (Recovery of underlying Assets) (effective January 1, 2012)

IAS 19 (Amended 2011) Employee Benefits (effective January 1, 2013)

IAS 27 (Reissued 2011) Separate Financial Statements (effective January 1, 2013)

IAS 28 (Reissued 2011) Investments in Associates and Joint Ventures (effective January 1, 2013)

The Company anticipates that the application of the above new and revised standards, amendments and interpretations will have no material impact on its results and financial position.

SIGNIFICANT ACCOUNTING POLICIES

These unaudited consolidated interim financial statements have been prepared in accordance with IFRS as issued by the IASB on a basis consistent with those followed in the Company’s most recent annual financial statement for the year ended December 31, 2011.

These unaudited consolidated interim financial statements do not include all note disclosures required by IFRS for annual financial statements, and therefore should be read in conjunction with the annual financial statements for the year ended December 31, 2011. In the opinion of management, all adjustments considered necessary for fair presentation of the Company’s financial position, results of operations and cash flows have been included. Operating results for the three month period ended March 31, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.

AVRUPA MINERALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND MARCH 31, 2011

(Presented in Canadian Dollars)

(Unaudited) Table of Contents

ASSET ACQUISITION


	MAEPA	Innomatik	Total
Cash	$ 155,867	$ 1,403	$ 157,270
Current assets other than cash	46,340	44,753	91,093
Property, plant and equipment	4,733	21,557	26,290
Exploration and evaluation asset	485,419	90,034	575,453
Total assets acquired	692,359	157,747	850,106
Total liabilities assumed	(40,180)	(157,747)	(197,927)
Net assets	652,179	-	652,179
Less: non-controlling interest	(59,289)	-	(59,289)
Net assets acquired	$ 592,890	$ -	$ 592,890

The Company allocated all its acquisition costs to MAEPA as the Marateca property in MAEPA had a NI43-101 compliant geological report completed.

AVRUPA MINERALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND MARCH 31, 2011

(Presented in Canadian Dollars)

(Unaudited) Table of Contents

PROPERTY, PLANT AND EQUIPMENT


	Furniture and other equipment	Vehicles	Other assets	Total
Cost
As at January 1, 2011	$ 15,015	$ 134,761	$ 1,203	$ 150,979
Additions during the year	13,317	-	-	13,317
Exchange adjustment	137	3,410	20	3,567
As at December 31, 2011	28,469	138,171	1,223	167,863
Additions during the period	6,489	-	10,265	16,754
Exchange adjustment	278	1,351	12	1,641
As at March 31, 2012	$ 35,236	$ 139,522	$ 11,500	$ 186,257

Accumulated depreciation
As at January 1, 2011	$ 10,323	$ 123,453	$ 1,024	$ 134,800
Depreciation for the year	6,094	4,559	199	10,852
Exchange adjustment	(176)	2,908	-	2,732
As at December 31, 2011	16,241	130,920	1,223	148,384
Depreciation for the period	814	1,087	702	2,603
Exchange adjustment	171	1,296	20	1,487
As at March 31, 2012	$ 17,226	$ 133,303	$ 1,945	$ 152,474

Net book value
As at January 1, 2011	$ 4,692	$ 11,308	$ 179	$ 16,179
As at December 31, 2011	$ 12,228	$ 7,251	$ -	$ 19,479
As at March 31, 2012	$ 18,010	$ 6,219	$ 9,555	$ 33,783

AVRUPA MINERALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND MARCH 31, 2011

(Presented in Canadian Dollars)

(Unaudited) Table of Contents

EXPLORATION AND EVALUATION ASSETS AND MINERAL EXPLORATION EXPENSES


	Portugal				Kosovo					Germany	Total
	Marateca	Alvalade	Covas	Others	Glavej	Kamenica	Bajgora	Selac	Others		Total
Exploration and evaluation assets
As of January 1, 2012	$876,507	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ 876,507
Additions during the period	-	-	-	-	-	-	-	-	-	-	-
As of March 31, 2012	$876,507	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ 876,507

Mineral exploration expenses for the three months ended March 31, 2012
Assaying	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ -
Concession fees and taxes	22,166	14,102	7	2,957	-	-	-	-	2,653	-	41,885
Geology work	-	-	-	-	4,279	7,317	7,651	4,309	6,376	-	29,932
Insurance	-	2,013	-	-	37	202	351	169	463	-	3,236
Office and administrative fees	263	23,246	320	206	17	194	158	76	156	-	24,637
Rent	525	18,470	-	-	146	794	1,376	664	1,360	-	23,336
Salaries	12,078	75,368	12,894	10,374	1,373	7,458	12,923	6,231	12,769	-	151,469
Site costs	107	5,270	71	-	68	885	636	307	629	-	7,973
Travel	654	18,579	469	-	-	-	-	-	-	-	19,702
Advance from optionee	-	(354,288)	-	-	-	-	-	-	-	-	(354,288)
	$ 35,794	$(197,240)	$ 13,761	$ 13,538	$ 5,920	$ 16,852	$ 23,095	$ 11,756	$ 24,406	$ -	$ (52,118)
Cumulative mineral exploration expenses since acquisition
Assaying	$ -	$ -	$ -	$ -	$ 3,292	$ 3,569	$ 438	$ -	$ 817	-	$ 8,116
Concession fees and taxes	34,018	27,264	89,580	4,456	5,464	5,788	6,494	6,191	12,917	-	192,172
Geology work	-	-	-	-	41,818	73,166	86,345	38,490	37,534	31,967	309,320
Insurance	-	2,013	-	-	1,218	3,016	3,822	1,843	948	-	12,861
Legal and accounting	-	296	-	-	-	-	-	-	-	-	296
Office and administrative fees	8,673	35,084	3,786	1,514	497	4,441	3,336	2,885	2,169	683	63,069
Rent	7,268	18,470	282	-	984	5,340	9,257	4,464	2,494	-	48,560
Salaries	740,126	472,596	160,640	80,558	51,368	91,756	92,146	41,386	30,184	-	1,760,761
Site costs	20,739	25,666	7,170	921	26,552	116,400	15,824	8,185	4,098	-	225,555
Travel	28,307	58,129	10,043	5,768	-	-	-	2,219	-	-	104,466
Advance from optionee	-	(630,040)	(178,271)	-	-	-	-	-	-	-	(808,311)
	$839,132	$ 9,478	$ 93,230	$ 93,218	$131,193	$ 303,478	$217,662	$105,663	$ 91,161	$ 32,650	$ 1,916,865

AVRUPA MINERALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND MARCH 31, 2011

(Presented in Canadian Dollars)

(Unaudited) Table of Contents

EXPLORATION AND EVALUATION ASSETS AND MINERAL EXPLORATION EXPENSES (Continued)


	Portugal				Kosovo					Germany	Total
	Marateca	Alvalade	Covas	Others	Glavej	Kamenica	Bajgora	Selac	Others		Total
Exploration and evaluation assets
As of December 31, 2010	$876,507	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ 876,507
Additions during the year	-	-	-	-	-	-	-	-	-	-	-
As of December 31, 2011	$876,507	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ 876,507
Mineral exploration expenses for the year ended December 31, 2011
Assaying	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ -
Concession fees and taxes	14,036	13,162	65,704	1,499	2,075	2,071	5,133	4,831	8,740	-	117,251
Geology work	-	-	-	-	20,339	50,125	68,147	34,181	12,081	31,967	216,840
Insurance	-	-	-	-	369	2,002	3,471	1,674	485	-	8,001
Legal and accounting	-	-	-	-	-	-	-	-	-	-	-
Office and administrative fees	7,201	10,431	2,401	1,232	184	3,524	1,708	2,809	431	683	30,604
Rent	6,743	-	282	-	838	4,546	7,881	3,800	1,134	-	25,224
Salaries	631,200	336,883	69,064	70,184	7,751	42,054	72,899	35,155	11,092	-	1,276,282
Site costs	15,032	18,589	3,805	921	25,175	94,605	14,654	7,878	2,707	-	183,366
Travel	25,038	36,417	6,985	5,393	-	-	-	2,219	-	-	76,052
Advance from optionee	-	(275,752)	(178,271)	-	-	-	-	-	-	-	(454,023)
	$699,250	$ 139,730	$ (30,030)	$ 79,229	$ 56,731	$ 198,927	$173,893	$ 92,547	$ 36,670	$ 32,650	$ 1,479,597
Cumulative mineral exploration expenses since acquisition
Assaying	$ -	$ -	$ -	$ -	$ 3,292	$ 3,569	$ 438	$ -	$ 817	$ -	$ 8,116
Concession fees and taxes	11,852	13,162	89,573	1,499	5,464	5,788	6,494	6,191	10,264	-	150,287
Geology work	-	-	-	-	37,539	65,849	78,694	34,181	31,158	31,967	279,388
Insurance	-	-	-	-	1,181	2,814	3,471	1,674	485	-	9,625
Legal and accounting	-	296	-	-	-	-	-	-	-	-	296
Office and administrative fees	8,410	11,838	3,466	1,308	480	4,247	3,178	2,809	2,013	683	38,432
Rent	6,743	-	282	-	838	4,546	7,881	3,800	1,134	-	25,224
Salaries	728,048	397,228	147,746	70,184	49,995	84,298	79,223	35,155	17,415	-	1,609,292
Site costs	20,632	20,396	7,099	921	26,484	115,515	15,188	7,878	3,469	-	217,582
Travel	27,653	39,550	9,574	5,768	-	-	-	2,219	-	-	84,764
Advance from optionee	-	(275,752)	(178,271)	-	-	-	-	-	-	-	(454,023)
	$803,338	$ 206,718	$ 79,469	$ 79,680	$125,273	$ 286,626	$194,567	$ 93,907	$ 66,755	$ 32,650	$ 1,968,983

100

AVRUPA MINERALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND MARCH 31, 2011

(Presented in Canadian Dollars)

(Unaudited) Table of Contents

EXPLORATION AND EVALUATION ASSETS AND MINERAL EXPLORATION EXPENSES (Continued)

Marateca

Alvalade / Canal Caveira / Ferreira do Alentejo

Covas

Aljesur

Arga

Alvito

Licenses have varying work commitments, as approved by the government of Portugal, and all licenses carry a 3% NSR, payable to the government of Portugal.

Marateca:

In its acquisition of MAEPA (Note 3), the Company allocated all of its acquisition cost to the Marateca project as it had been the subject of the NI 43-101 compliant report.

Alvalade / Canal Caveira / Ferreira do Alentejo:

Covas:

During the year ended December 31, 2011, Blackheath completed the € 150,000 exploration commitment by incurring € 26,127 directly, reimbursing € 64,687 for MAEPA ’ s exploration expenses and advancing € 59,186 to the Company for future exploration work. No work was done during the three months ended March 31, 2012. Subsequently, in April 2012, Blackheath reimbursed the Company $39,961 ( € 30,239) for the 2012 Covas property holding payment.

101

AVRUPA MINERALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND MARCH 31, 2011

(Presented in Canadian Dollars)

(Unaudited) Table of Contents

EXPLORATION AND EVALUATION ASSETS AND MINERAL EXPLORATION EXPENSES (Continued)

The Company, through its 92.5% holding in Innomatik, holds five exploration licenses in Kosovo:

Glavej

Kamenica

Bajgora

Selac

Koritnik

The Glavej and Kamenica licenses were originally issued to Innomatik for two years, but have now been renewed for three years, as required by Kosovo law. Upon renewal, the licenses were reduced in size by 50%. The present, post-renewal size is listed above. The Bajgora and Selac licenses were issued during Q1 2011 for three years and the Koritnik license was newly issused during Q1 2012. All licenses carry a work commitment, and there is a 2% NSR, payable to the government of Kosovo, attached to each of the licenses.

CAPITAL AND RESERVES

(a)

Authorized:

At March 31, 2012, the authorized share capital comprised of an unlimited number of common shares. The common shares do not have a par value. All issued shares are fully paid.

(b)

Private Placement

On March 28, 2012, the Company closed a private placement issuing 4,000,000 units at a price of 0.30 per unit for gross proceeds of $1.2 million. Each unit consists of one common share and one non-transferable warrant. Each warrant entitles the holder to purchase one additional common share at a price of $0.50 for a period of 24 months. The warrants were being ascribed a value of $587,130.

A total of $55,174 cash finder’s fee was paid and 183,913 finder’s options were issued as part of the financing. In addition, another $33,295 was included in the share issue costs. Each finder’s option can be converted into a unit with the same terms as the financing at $0.30 for a period of 24 months. The finder’s options were ascribed a value of $32,484.

(c)

Escrow shares

1,300,000 seed shares were placed in escrow in accordance with the escrow agreement dated July 28, 2008. 10% of the escrowed common shares were released on July 13, 2010, upon the completion of the QT. As at March 31, 2012, there were 585,000 common shares of the Company held in escrow. 195,000 escrow shares will be released on July 13, 2012.

102

AVRUPA MINERALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND MARCH 31, 2011

(Presented in Canadian Dollars)

(Unaudited) Table of Contents

CAPITAL AND RESERVES (Continued)

(d)

Share Purchase Option Compensation Plan

Stock option transactions and the number of stock options are summarized as follows:


Expiry date	Exercise price	December 31, 2011	Granted	Exercised	Expired/ cancelled	March 31, 2012
August 28, 2013	$ 0.20	220,000	-	-	-	220,000
July 8, 2015	$ 0.35	880,000	-	-	-	880,000
July 15, 2015	$ 0.35	10,000	-	-	-	10,000
January 27, 2017	$ 0.35	-	100,000	-	-	100,000
Options outstanding		1,110,000	100,000	-	-	1,210,000
Options exercisable		1,110,000	100,000	-	-	1,210,000
Weighted average exercise price		$0.32	$100,000	$Nil	$Nil	$0.32

As of March 31, 2012, the weighted average contractual remaining life is 3.06 years (December 31, 2011 – 3.29 years).

The weighted average share price during the period of exercises was $nil (2011 - $nil).

The weighted average assumptions used to estimate the fair value of options for the three months ended March 31, 2012 and March 31, 2011 were:


	Three Months Ended March 31, 2012	Three Months Ended March 31, 2011

Risk-free interest rate	1.33%	Nil
Expected life	5 years	Nil
Expected volatility	122.76%	Nil
Expected dividend yield	0%	Nil

103

AVRUPA MINERALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND MARCH 31, 2011

(Presented in Canadian Dollars)

(Unaudited) Table of Contents

CAPITAL AND RESERVES (Continued)

(e)

Finder’s Options

The Company issued 183,913 finder’s options on March 28, 2012 upon the closing of its private placements (Note 6b).

The continuity of finder’s options for the three months ended March 31, 2012 is as follows:


Expiry date	Exercise price	December 31, 2011	Issued	Exercised	Expired	March 31, 2012
January 8, 2012	$0.35	525,310	-	-	(525,310)	-
April 27, 2012*	$0.40	78,750	-	-	-	78,750
March 28, 2014	$0.30		183,913	-	-	183,913
Outstanding		604,060	183,913	-	(525,310)	262,663
Weighted average exercise price		$0.36	$Nil	$Nil	$Nil	$0.33

* Subsequently, these finder’s options expired.

As of March 31, 2012, the weighted average contractual remaining life is 1.42 year (December 31, 2011 – 0.07 years).

The weighted average share price during the period of exercises was $nil (2011 - $nil).

The weighted average assumptions used to estimate the fair value of finder’s options for the three months ended March 31, 2012 and March 31, 2011 were:


	Three Months Ended March 31, 2012	Three Months Ended March 31, 2011
Risk-free interest rate	1.19%	Nil
Expected life	2 years	Nil
Expected volatility	121.83%	Nil
Expected dividend yield	0%	Nil

(f)

Warrants

The continuity of warrants for the three months ended March 31, 2012 is as follows:


Expiry date	Exercise price	December 31, 2011	Issued	Exercised	Expired	March 31, 2012
January 8, 2013	$0.50	5,714,284	-	-	-	5,714,284
April 27, 2013 ⁽¹⁾	$0.55	625,000	-	-	-	625,000
March 28, 2014	$0.50		4,000,000			4,000,000
Outstanding		6,339,284	4,000,000	-	-	10,339,284
Weighted average exercise price		$0.50	$Nil	$Nil	$Nil	$0.50

⁽¹⁾ On April 27, 2012, the Company extended the expiry date of 625,000 outstanding common share purchase warrants by an additional 12 months to April 27, 2013.

104

AVRUPA MINERALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND MARCH 31, 2011

(Presented in Canadian Dollars)

(Unaudited) Table of Contents

CAPITAL AND RESERVES (Continued)

(f)

Warrants (Continued)

As of March 31, 2012, the weighted average contractual life is 1.26 year (December 31, 2011 – 0.95 years).

The weighted average share price during the period of exercises was $nil (2011 - $nil).

The weighted average assumptions used to estimate the fair value of warrants for the three months ended March 31, 2012 and March 31, 2011 were:


	Three Months Ended March 31, 2012	Three Months Ended March 31, 2011
Risk-free interest rate	1.19%	Nil
Expected life	2 years	Nil
Expected volatility	121.83%	Nil
Expected dividend yield	0%	Nil

RELATED PARTY TRANSACTIONS AND BALANCES

The aggregate value of transactions and outstanding balances relating to key management personnel and entities over which they have control or significant influence were as follows:

For the three months ended March 31, 2012

Short-term

employee benefits

Post-employment

benefits

Other

long-term

benefits

Termination

benefits

Other expenses

Share-based

payments

Total

Paul W. Kuhn

Chief Executive Officer, Director

$51,645

$Nil

$11,816

$25,070

$88,531

Winnie Wong,

Chief Financial Officer

$Nil

For the three months ended March 31, 2011

Short-term

employee benefits

Post-employment

benefits

Other

long-term

benefits

Termination

benefits

Other expenses

Share-based

payments

Total

Paul W. Kuhn

Chief Executive Officer, Director

$52,558

$Nil

$52,558

Winnie Wong,

Chief Financial Officer

$Nil

105

AVRUPA MINERALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND MARCH 31, 2011

(Presented in Canadian Dollars)

(Unaudited) Table of Contents

RELATED PARTY TRANSACTIONS AND BALANCES (Continued)

Related party assets / liabilities


		Three Months Ended
	Services	March 31, 2012	March 31, 2011	As at March 31, 2012	As at December 31, 2011
Amounts due to:
Pacific Opportunity Capital Ltd. ^(a)	Rent, management and accounting services	$28,750	$25,250	$29,960	$8,657
Paul W. Kuhn	Consulting, housing allowance	$63,461	$52,558	$9,252	$7,986
Paul L. Nelles ^(b)	Salaries	$21,785	$22,360	$Nil	$Nil
Michael Diehl ^(b)	Salaries	$22,514	$28,350	$Nil	$Nil
Mineralia ^(c)	Consulting	$Nil	$53,200	$Nil	$Nil
TOTAL:				$39,212	$16,643

Amounts due from:
Adriano Barros	Retaining 10% interest in MAEPA	$Nil	$Nil	$5,995	$5,937

(a)

Pacific Opportunity Capital Ltd., a company controlled by a director of the Company.

(b)

Paul L. Nelles and Michael Diehl are non-controlling shareholders of Innomatik.

(b)

Mineralia, a private company partially owned by Adriano Barros, a non-controlling shareholder and general manager of MAEPA.

106

AVRUPA MINERALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND MARCH 31, 2011

(Presented in Canadian Dollars)

(Unaudited) Table of Contents

LOSS PER SHARE

Basic and diluted loss per share

The calculation of basic and diluted loss per share for the three months ended March 31, 2012 was based on the loss attributable to common shareholders of $162,985 (three months ended March 31, 2011 – $560,010) and a weighted average number of common shares outstanding of 16,277,484 (three months ended March 31, 2011 – 16,103,571).

Diluted loss per share did not include the effect of 1,210,000 (three months ended March 31, 2011 – 1,110,000) share purchase options, 262,663 (three months ended March 31, 2011 – 604,060) finder’s options and 10,339,284 (three months ended March 31, 2011 – 6,339,284) warrants as they are anti-dilutive.

10.

FINANCIAL INSTRUMENTS

The Company’s financial instruments are exposed to certain financial risks, including credit risk, liquidity risk, interest risk and commodity price risk.

(a)

Credit risk

(b)

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure.

As at March 31, 2012, the Company had a cash and cash equivalent balance of $1,496,235 (December 31, 2011 - $637,133) to settle down current liabilities of $160,923 (December 31, 2011 - $189,466).

Accounts payable and accrued liabilities are due within the current operating period.

(c)

Interest rate risk

107

AVRUPA MINERALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND MARCH 31, 2011

(Presented in Canadian Dollars)

(Unaudited) Table of Contents

10.

FINANCIAL INSTRUMENTS (Continued )

(d)

Commodity price risk

(e)

Currency risk

IFRS 7 establishes a fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value as follows:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The following table sets forth the Company’s financial assets measured at fair value by level within the fair value hierarchy.


		Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	1,496,235	$	-	$	-	$	1,496,235
	$	1,496,235	$	-	$	-	$	1,496,235

108

AVRUPA MINERALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND MARCH 31, 2011

(Presented in Canadian Dollars)

(Unaudited) Table of Contents

11.

MANAGEMENT OF CAPITAL RISK

The Company manages its cash and cash equivalents, common shares, warrants, finder’s options and share purchase options as capital (see Note 7). The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.

The Company expects its current capital resources will be sufficient to carry out its exploration and operations in the near term.

12.

SEGMENTED FINANCIAL INFORMATION

The Company operate in one industry segment, being the acquisition and exploration of mineral properties. Geographic information is as follows:


	March 31, 2012	December 31, 2011
Non-current assets
Portugal	$ 898,890	$ 883,030
Kosovo	11,400	12,956
	$ 910,290	$ 895,986

	Three months ended	Three months ended
	March 31, 2012	March 31, 2011
Mineral exploration expenses
Portugal	$ 220,141	$ 368,280
Kosovo	82,029	19,216
Germany	-	-
	$ 302,170	$ 387,496

109

AVRUPA MINERALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND MARCH 31, 2011

(Presented in Canadian Dollars)

(Unaudited) Table of Contents

13.

COMMITMENT

As of March 31, 2012, the Company had a total of € 120,000 ($158,316) cash pledged for its exploration licenses in Portugal.

14.

EVENTS AFTER THE REPORTING PERIOD

Subsequent to March 31, 2012:

The Company purchased the remaining 10% interest in MAEPA from its non-controlling interest owner (“NCI owner”) with the following terms:

The Company shall pay NCI owner $150,000 within 10 days of the Company signing the final purchase agreement (paid subsequently); and

The Company shall issue NCI owner 500,000 common shares of the Company receiving the fully executed final purchase agreement (issued subsequently).

On April 17, 2012, the Company obtained the approval from the TSX Venture Exchange to the agreement and the issuance of the shares.

The Company granted 800,000 options to directors, officers, employees and consultants at a price of $0.30 expiring on April 10, 2017.

110

Table of Contents

Signature Page

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Avrupa Minerals Ltd.

Registrant

Dated: June 4, 2012

Signed: /s/ Winnie Wong

Winnie Wong

Chief Financial Officer

111

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[EX11002.JPG]

[EX11003.JPG]

[EX13001.JPG]

[EX13002.JPG]

[EX13003.JPG]

Exhibit 8

The Company presently has the following subsidiaries:



		Avrupa Minerals Ltd.
		(BC, Canada)

		100%
		Avrupa Holdings Inc.
		(Barbados)
	100%		100%

Avrupa Portugal Holdings Inc.				Avrupa Kosovo Holdings Inc.
(Barbados)				(Barbados)

100%				92.5%
MAEPA Empreendimentos Mineiros e Participacoes Lda.				Innomatik Exploration Kosovo LLC
(Portugal)				(Kosovo)


	% of ownership	Jurisdiction	Nature of operations
MAEPA Empreendimentos Mineiros e Participacoes Lda	100%	Portugal	Exploration
Innomatik Exploration Kosovo LLC	92.5%	Kosovo	Exploration
Avrupa Holdings Ltd.	100%	Barbados	Holding
Avrupa Portugal Holdings Ltd.	100%	Barbados	Holding
Avrupa Kosovo Holdings Ltd.	100%	Barbados	Holding

Exhibit 12.1

Certification

I, Paul W. Kuhn, certify that:

1. I have reviewed this Annual Report on Form 20-F of Avrupa Minerals Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company ’ s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company ’ s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company ’ s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company ’ s internal control over financial reporting; and

5. The company ’ s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company ’ s auditors and the audit committee of the company ’ s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company ’ s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company ’ s internal control over financial reporting.

Date: June 4, 2012

/s/ Paul W. Kuhn

Paul W. Kuhn

Chief Executive Officer

Exhibit 12.2

Certification

I, Winnie Wong, certify that:

1. I have reviewed this Annual Report on Form 20-F of Avrupa Minerals Ltd.;

4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: June 4, 2012

/s/ Winnie Wong

Winnie Wong

Chief Financial Officer

EXHIBIT 13.1

Certification of Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350,

as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with this Registration Report on Form 20-F for Avrupa Minerals Ltd., a company organized under the British Columbia Corporations Act (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Paul W. Kuhn, Chief Executive Officer of the Company, certifies, pursuant to 18 U.S.C. (S) 1350, as adopted pursuant to (S) 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or

15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all

material respects, the financial condition and result of operations

of the Company.

/s/ Paul W. Kuhn

Paul W. Kuhn

Chief Executive Officer

June 4, 2012

EXHIBIT 13.2

Certification of Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350,

as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with this Registration Report on Form 20-F for Avrupa Minerals Ltd., a company organized under the British Columbia Corporations Act (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Winnie Wong, Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. (S) 1350, as adopted pursuant to (S) 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or

15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all

material respects, the financial condition and result of operations

of the Company.

/s/ Winnie Wong

Winnie Wong

Chief Executive Officer

June 4, 2012

Exhibit 15.1

[EX151002.GIF]

STOCK OPTION PLAN

EVERCLEAR CAPITAL LTD.

Purpose

The purpose of the Stock Option Plan (the “ Plan ”) of EVERCLEAR CAPITAL LTD. , a corporation incorporated under the Business Corporations Act (British Columbia) (the “ Corporation ”) is to advance the interests of the Corporation by encouraging the directors, officers, employees and consultants of the Corporation, and of its subsidiaries and affiliates, if any, to acquire common shares in the share capital of the Corporation (the “ Shares ”), thereby increasing their proprietary interest in the Corporation, encouraging them to remain associated with the Corporation and furnishing them with additional incentive in their efforts on behalf of the Corporation in the conduct of its affairs.

Administration

The Plan shall be administered by the Board of Directors of the Corporation or by a special committee of the directors appointed from time to time by the Board of Directors of the Corporation pursuant to rules of procedure fixed by the Board of Directors (such committee or, if no such committee is appointed, the Board of Directors of the Corporation, is hereinafter referred to as the “ Board ”). A majority of the Board shall constitute a quorum, and the acts of a majority of the directors present at any meeting at which a quorum is present, or acts unanimously approved in writing, shall be the acts of the directors.

Subject to the provisions of the Plan, the Board shall have authority to construe and interpret the Plan and all option agreements entered into thereunder, to define the terms used in the Plan and in all option agreements entered into thereunder, to prescribe, amend and rescind rules and regulations relating to the Plan and to make all other determinations necessary or advisable for the administration of the Plan. All determinations and interpretations made by the Board shall be binding and conclusive on all participants in the Plan and on their legal personal representatives and beneficiaries.

Each option granted hereunder may be evidenced by an agreement in writing, signed on behalf of the Corporation and by the optionee, in such form as the Board shall approve. Each such agreement shall recite that it is subject to the provisions of this Plan.

Stock Exchange Rules

All options granted pursuant to this Plan shall be subject to rules and policies of any stock exchange or exchanges on which the common shares of the Corporation are then listed and any other regulatory body having jurisdiction hereinafter (hereinafter collectively referred to as, the “ Exchange ”).

- 2 -

Shares Subject to Plan

Subject to adjustment as provided in Section 16 hereof, the Shares to be offered under the Plan shall consist of common shares of the Corporation's authorized but unissued common shares. The aggregate number of Shares issuable upon the exercise of all options granted under the Plan shall not exceed 10% of the issued and outstanding common shares of the Corporation from time to time, provided that so long as the Corporation remains classified as a capital pool company (a “CPC” ) pursuant to the policies of the TSX Venture Exchange (the “TSX-V” ) the number of Shares issuable upon the exercise of all options granted under the Plan shall not exceed 230,000 common shares. If any option granted hereunder shall expire or terminate for any reason in accordance with the terms of the Plan without being exercised, the unpurchased Shares subject thereto shall again be available for the purpose of this Plan.

Maintenance of Sufficient Capital

The Corporation shall at all times during the term of the Plan reserve and keep available such numbers of Shares as will be sufficient to satisfy the requirements of the Plan.

Eligibility and Participation

Directors, officers, consultants, and employees of the Corporation or its subsidiaries, and employees of a person or company which provides management services to the Corporation or its subsidiaries (“ Management Company Employees ”) shall be eligible for selection to participate in the Plan (such persons hereinafter collectively referred to as “ Participants ”), provided that so long as the Corporation remains classified as a CPC pursuant to the policies of the TSX-V no party providing investor relations activities or promotional or market making services may participate in the Plan. Subject to compliance with applicable requirements of the Exchange, Participants may elect to hold options granted to them in an incorporated entity wholly owned by them and such entity shall be bound by the Plan in the same manner as if the options were held by the Participant.

Subject to the terms hereof, the Board shall determine to whom options shall be granted, the terms and provisions of the respective option agreements, the time or times at which such options shall be granted and vested, and the number of Shares to be subject to each option. In the case of employees or consultants of the Corporation or Management Company Employees, the option agreements to which they are party must contain a representation of the Corporation that such employee, consultant or Management Company Employee, as the case may be, is a bona fide employee, consultant or Management Company Employee of the Corporation or its subsidiaries.

A Participant who has been granted an option may, if such Participant is otherwise eligible, and if permitted under the policies of the Exchange, be granted an additional option or options if the Board shall so determine.

- 3 -

Exercise Price

(a)

The exercise price of the Shares subject to each option shall be determined by the Board, subject to applicable Exchange approval, at the time any option is granted. In no event shall such exercise price be lower than the exercise price permitted by the Exchange.

(b)

Once the exercise price has been determined by the Board, accepted by the Exchange and the option has been granted, the exercise price of an option may be reduced upon receipt of Board approval, provided that in the case of options held by insiders of the Corporation (as defined in the policies of the Exchange), the exercise price of an option may be reduced only if disinterested shareholder approval is obtained and further provided that in any case the exercise price may be reduced only if at least 6 months have elapsed since the later of (i) the date of commencement of the term of the option, (ii) the date the Corporation’s shares commenced trading on the Exchange, and (iii) the date the exercise price of such option was last reduced.

Number of Optioned Shares

(a)

The number of Shares subject to an option granted to any one Participant shall be determined by the Board, but no one Participant shall be granted an option which exceeds the maximum number permitted by the Exchange.

(b)

No single Participant may be granted options to purchase a number of Shares equalling more than 5% of the issued common shares of the Corporation in any twelve-month period unless the Corporation has obtained disinterested shareholder approval in respect of such grant and meets applicable Exchange requirements.

(c)

Options shall not be granted if the exercise thereof would result in the issuance of more than 2% of the issued common shares of the Corporation in any twelve-month period to any one consultant of the Corporation (or any of its subsidiaries).

(d)

Options shall not be granted if the exercise thereof would result in the issuance of more than 2% of the issued common shares of the Corporation in any twelve month period to persons employed to provide investor relation activities. Options granted to Consultants performing investor relations activities will contain vesting provisions such that vesting occurs over at least 12 months with no more than ¼ of the options vesting in any 3 month period.

Duration of Option

Each option and all rights thereunder shall be expressed to expire on the date set out in the option agreement and shall be subject to earlier termination as provided in Sections 11 and 12, provided that in no circumstances shall the duration of an option exceed the maximum term permitted by the Exchange. For greater certainty, if the Corporation is listed on the TSX-V, the maximum term may not exceed 10 years if the Corporation is classified as a “Tier 1” issuer by

- 4 -

the TSX-V, and the maximum term may not exceed 5 years if the Corporation is classified as a “Tier 2” issuer by the TSX-V.

10.

Option Period, Consideration and Payment

(a)

The option period shall be a period of time fixed by the Board not to exceed the maximum term permitted by the Exchange, provided that the option period shall be reduced with respect to any option as provided in Sections 11 and 12 covering cessation as a director, officer, consultant, employee or Management Company Employee of the Corporation or its subsidiaries, or death of the Participant.

(b)

Subject to any vesting restrictions imposed by the Exchange, the Board may, in its sole discretion, determine the time during which options shall vest and the method of vesting, or that no vesting restriction shall exist.

(c)

Subject to any vesting restrictions imposed by the Board, options may be exercised in whole or in part at any time and from time to time during the option period. To the extent required by the Exchange, no options may be exercised under this Plan until this Plan has been approved by a resolution duly passed by the shareholders of the Corporation.

(d)

Except as set forth in Sections 11 and 12, no option may be exercised unless the Participant is at the time of such exercise a director, officer, consultant, or employee of the Corporation or any of its subsidiaries, or a Management Company Employee of the Corporation or any of its subsidiaries.

(e)

The exercise of any option will be contingent upon receipt by the Corporation at its head office of a written notice of exercise, specifying the number of Shares with respect to which the option is being exercised, accompanied by cash payment, certified cheque or bank draft for the full purchase price of such Shares with respect to which the option is exercised. No Participant or his legal representatives, legatees or distributees will be, or will be deemed to be, a holder of any common shares of the Corporation unless and until the certificates for Shares issuable pursuant to options under the Plan are issued to him or them under the terms of the Plan.

11.

Ceasing To Be a Director, Officer, Consultant or Employee

If a Participant shall cease to be a director, officer, consultant, employee of the Corporation, or its subsidiaries, or ceases to be a Management Company Employee, for any reason (other than death), such Participant may exercise such Participant’s option to the extent that the Participant was entitled to exercise it at the date of such cessation, provided that such exercise must occur within: 1) 90 days after the Participant ceases to be a director, officer, consultant, employee or a Management Company Employee, unless such Participant was engaged in investor relations activities, in which case such exercise must occur within 30 days after the cessation of the Participant's services to the Corporation, or 2) where the Corporation has completed a Qualifying Transaction (in accordance with Policy 2.4 of the TSX-V), the later of: (i) 12 months after the Completion of the Qualifying Transaction (as defined in Policy 2.4 of the TSX-V) and (ii) 90 days after the Participant ceases to be a director, officer, employee or a

- 5 -

Management Company Employee, unless such Participant was engaged in investor relations activities, in which case such exercise must occur within 30 days after the cessation of the Participant’s services to the Corporation.

Nothing contained in the Plan, nor in any option granted pursuant to the Plan, shall as such confer upon any Participant any right with respect to continuance as a director, officer, consultant, employee or Management Company Employee of the Corporation or of any of its subsidiaries or affiliates.

12.

Death of Participant

Notwithstanding section 11, in the event of the death of a Participant, the option previously granted to him shall be exercisable only within the one (1) year after such death and then only:

(a)

by the person or persons to whom the Participant's rights under the option shall pass by the Participant's will or the laws of descent and distribution; and

(b)

if and to the extent that such Participant was entitled to exercise the Option at the date of his death.

13.

Rights of Optionee

No person entitled to exercise any option granted under the Plan shall have any of the rights or privileges of a shareholder of the Corporation in respect of any Shares issuable upon exercise of such option until certificates representing such Shares shall have been issued and delivered.

14.

Proceeds from Sale of Shares

The proceeds from the sale of Shares issued upon the exercise of options shall be added to the general funds of the Corporation and shall thereafter be used from time to time for such corporate purposes as the Board may determine.

15.

Cash Surrender Option

Where the Shares are listed and posted for trading on the Exchange, Participants may elect to surrender, unexercised, options to purchase Shares (“ Options ”) granted pursuant to the Plan that are vested and exercisable, to the Corporation in consideration of the receipt by the Participant of an amount (the “ Settlement Amount ”) equal to the excess, if any, of the aggregate fair market value of the Shares (based on the weighted average trading price of the Shares on such stock exchange during the five trading days preceding the date of surrender or the price pursuant to an offer made for all of the issued and outstanding Shares, whichever is greater) able to be purchased pursuant to the vested and exercisable portion of such Options on the date of surrender, over the aggregate exercise price for the Shares pursuant to such Options. In no circumstances will the Participant at any time be obligated to surrender Options as provided by this cash surrender option. The Corporation may, in its sole discretion, refuse to accept the surrender of unexercised Options and if any such surrender is not accepted by the Corporation or completed for any reason, the notice of surrender (as described below) shall be deemed to be

- 6 -

withdrawn and the Options in respect of which such notice was provided shall again become subject to their original terms as if such notice of surrender had not been provided. Unexercised Options may be surrendered in whole or in part from time to time by delivery to the Corporation at its head office of a written notice of surrender specifying the number of Shares with respect to which the unexercised Options are being surrendered. Upon the surrender of unexercised Options as aforesaid, the Corporation shall use its reasonable efforts to forthwith deliver to the relevant Participant (or his personal representative, if applicable) or to the order thereof, payment of the Settlement Amount (net of any amounts required to be withheld under applicable withholding legislation) by way of cheque or otherwise in a manner acceptable to the Corporation.

16.

Adjustments

If the outstanding common shares of the Corporation are increased, decreased, changed into or exchanged for a different number or kind of shares or securities of the Corporation or another corporation or entity through re-organization, merger, re-capitalization, re-classification, stock dividend, subdivision or consolidation, any adjustments relating to the Shares optioned or issued on exercise of options and the exercise price per Share as set forth in the respective stock option agreements shall be made in accordance to the terms of such agreements.

Adjustments under this Section shall be made by the Board whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No fractional Share shall be required to be issued under the Plan on any such adjustment.

17.

Transferability

All benefits, rights and options accruing to any Participant in accordance with the terms and conditions of the Plan shall not be transferable or assignable unless specifically provided herein or the extent, if any, permitted by the Exchange. During the lifetime of a Participant any benefits, rights and options may only be exercised by the Participant.

18.

Amendment and Termination of Plan

Subject to applicable approval of the Exchange, the Board may, at any time, suspend or terminate the Plan. Subject to applicable approval of the Exchange, the Board may also at any time amend or revise the terms of the Plan; provided that no such amendment or revision shall result in a material adverse change to the terms of any options theretofore granted under the Plan, unless shareholder approval, or disinterested shareholder approval, as the case may be, is obtained for such amendment or revision.

19.

Necessary Approvals

The ability of a Participant to exercise options and the obligation of the Corporation to issue and deliver Shares in accordance with the Plan is subject to any approvals which may be required from shareholders of the Corporation and any regulatory authority or stock exchange having jurisdiction over the securities of the Corporation. If any Shares cannot be issued to any Participant for whatever reason, the obligation of the Corporation to issue such Shares shall

- 7 -

terminate and any option exercise price paid to the Corporation will be returned to the Participant.

20.

Effective Date of Plan

The Plan has been adopted by the Board of the Corporation subject to the approval of the Exchange and, if so approved, subject to the discretion of the Board, the Plan shall become effective upon such approvals being obtained.

21.

Interpretation

The Plan will be governed by and construed in accordance with the laws of the Province of British Columbia.

MADE by the Board of Directors of the Corporation as evidenced by the signature of the following director duly authorized in that behalf effective _____________, 2008.

Mark T. Brown,
President and Director of

Everclear Capital Ltd.

[EX153001.JPG]

AVRUPA MINERALS LTD.

Annual General Meeting
to be held on June 5, 2012

Notice of Annual General Meeting
and

Information Circular

April 30, 2012

AVRUPA MINERALS LTD.

Suite 410 - 325 Howe Street
Vancouver, B.C. V6C 1Z7

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general meeting (the “ Meeting ”) of the shareholders of Avrupa Minerals Ltd. (the “ Company ”) will be held at Suite 410 - 325 Howe Street, Vancouver, British Columbia on Tuesday, June 5, 2012 at 2:00 p.m. (Vancouver, British Columbia time). At the Meeting, the shareholders will receive the financial statements for the year ended December 31, 2011, together with the auditor’s report thereon, and consider resolutions to:

elect directors for the ensuing year;

appoint DeVisser Gray LLP, Chartered Accountants, as auditor of the Company for the ensuing year and authorize the directors to determine the remuneration to be paid to the auditor;

consider and if thought fit, to pass, with or without variation, an ordinary resolution approving the adoption of a new stock option plan on the basis set out in the section of the accompanying information circular entitled “Particulars of Matters to be Acted Upon – Adoption of a New 10% Stock Option Plan”; and

transact such other business as may properly be put before the Meeting.

All shareholders are entitled to attend and vote at the Meeting in person or by proxy. The Board of Directors (the “ Board ”) requests all shareholders who will not be attending the Meeting in person to read, date and sign the accompanying proxy and deliver it to Equity Financial Trust Company (“ Equity Financial ”), 200 University Avenue Suite 400, Toronto, Ontario, M5H 4H1, Attention: Proxy Department. If a shareholder does not deliver a proxy to Equity Financial by 2:00 p.m. (Vancouver, British Columbia time) on Monday, Friday, June 1, 2012 (or before 48 hours, excluding Saturdays, Sundays and holidays before any adjournment of the meeting at which the proxy is to be used), then the shareholder will not be entitled to vote at the Meeting by proxy. Only shareholders of record at the close of business on Friday, April 30, 2012 will be entitled to vote at the Meeting.

An information circular and a form of proxy accompany this notice.

DATED at Vancouver, British Columbia, the 30 ^th day of April, 2012.

ON BEHALF OF THE BOARD

“Paul W. Kuhn”

Paul W. Kuhn

Chief Executive Officer and President

AVRUPA MINERALS LTD.
Suite 410 - 325 Howe Street
Vancouver, B.C. V6C 1Z7

INFORMATION CIRCULAR
(as at April 30, 2012 except as otherwise indicated)

SOLICITATION OF PROXIES

This information circular (the “ Circular ”) is provided in connection with the solicitation of proxies by the Management of Avrupa Minerals Ltd. (the “ Company ”). The form of proxy which accompanies this Circular (the “ Proxy ”) is for use at the annual general meeting of the shareholders of the Company to be held on Tuesday, June 5, 2012 (the “ Meeting ”), at the time and place set out in the accompanying notice of Meeting (the “ Notice of Meeting ”). The Company will bear the cost of this solicitation. The solicitation will be made by mail, but may also be made by telephone.

APPOINTMENT AND REVOCATION OF PROXY

The persons named in the Proxy are directors and/or officers of the Company. A registered shareholder who wishes to appoint some other person to serve as their representative at the Meeting may do so by striking out the printed names and inserting the desired person’s name in the blank space provided. The completed Proxy should be delivered to Equity Financial Trust Company (“ Equity Financial ”) by 2:00 p.m. (local time in Vancouver, British Columbia) on Friday, June 1, 2012 or before 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment of the Meeting at which the Proxy is to be used.

The Proxy may be revoked by:

(a)

signing a proxy with a later date and delivering it at the time and place noted above;

(b)

signing and dating a written notice of revocation and delivering it to the registered office of the Company, or by transmitting a revocation by telephonic or electronic means, to the registered office of the Company, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment of it, at which the Proxy is to be used, or delivering a written notice of revocation and delivering it to the Chairman of the Meeting on the day of the Meeting or adjournment of it; or

(c)

attending the Meeting or any adjournment of the Meeting and registering with the scrutineer as a shareholder present in person.

Provisions Relating to Voting of Proxies

The shares represented by proxy in the enclosed form will be voted or withheld from voting by the designated holder in accordance with the direction of the registered shareholder appointing him. If there is no direction by the registered shareholder, those shares will be voted for all proposals set out in the Proxy and for the election of directors and the appointment of the auditors as set out in this Circular. The Proxy gives the person named in it the discretion to vote as such person sees fit on any amendments or variations to matters identified in the Notice of Meeting, or any other matters which may properly come before the Meeting. At the time of printing of this Circular, the Management of the Company knows of no other matters which may come before the Meeting other than those referred to in the Notice of Meeting.

- 2 -

Advice to Beneficial Holders of Common Shares

The information set forth in this section is of significant importance to many shareholders, as a substantial number of shareholders do not hold common shares in their own name. Shareholders who hold their common shares through their brokers, intermediaries, trustees or other persons, or who otherwise do not hold their common shares in their own name (referred to herein as “ Beneficial Shareholders ”) should note that only proxies deposited by shareholders who appear on the records maintained by the Company’s registrar and transfer agent as registered holders of common shares will be recognized and acted upon at the Meeting. If common shares are listed in an account statement provided to a Beneficial Shareholder by a broker, then those common shares will, in all likelihood, not be registered in the shareholder’s name. Such common shares will more likely be registered under the name of the shareholder’s broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Ltd., which acts as nominee for many Canadian brokerage firms). In the United States, the vast majority of such common shares are registered under the name Cede & Co., the registration name for The Depository Trust Company, which acts as nominee for many United States brokerage firms. Common shares held by brokers (or their agents or nominees) on behalf of a broker’s client can only be voted or withheld at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker’s clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that common shares are voted at the Meeting. The form of instrument of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the instrument of proxy provided directly to registered shareholders by the Company. However, its purpose is limited to instructing the registered shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The vast majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions Inc. (“ Broadridge ”) in Canada. Broadridge typically prepares a machine-readable voting instruction form, mails those forms to Beneficial Shareholders and asks Beneficial Shareholders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial Shareholder who receives a Broadridge voting instruction form cannot use that form to vote common shares directly at the Meeting. The voting instruction forms must be returned to Broadridge (or instructions respecting the voting of common shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the common shares voted. If you have any questions respecting the voting of common shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting common shares registered in the name of his broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the registered shareholder and vote the common shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their common shares as proxyholder for the registered shareholder, should enter their own names in the blank space on the form of proxy provided to them and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker.

All references to shareholders in this Circular and the accompanying instrument of proxy and Notice are to registered shareholders of the Company as set forth on the list of registered shareholders of the

- 3 -

Company as maintained by the registrar and transfer agent of the Company, Equity Financial, unless specifically stated otherwise.

Financial Statements

The audited financial statements of the Company for the year ended December 31, 2011, together with the auditor’s report on those statements and Management Discussion and Analysis, will be presented to the shareholders at the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

As at the date of the accompanying Notice of Meeting, the Company’s authorized capital consists of unlimited common shares of which 20,603,571 common shares are issued and outstanding. All common shares in the capital of the Company carry the right to one vote.

Shareholders registered as at Monday, April 30, 2012 , are entitled to attend and vote at the Meeting. Shareholders who wish to be represented by proxy at the Meeting must, to entitle the person appointed by the Proxy to attend and vote, deliver their Proxies at the place and within the time set forth in the notes to the Proxy.

As at April 30, 2012, to the knowledge of the directors and executive officers of the Company, there are no persons or corporations beneficially owning, directly or indirectly, or exercising control or direction over securities carrying in excess of 10% of the voting rights attached to any class of outstanding voting securities of the Company.

ELECTION OF DIRECTORS

The directors of the Company are elected annually and hold office until the next annual general meeting of the shareholders or until their successors are elected or appointed. The Management of the Company proposes to nominate the persons listed below for election as directors of the Company to serve until their successors are elected or appointed. In the absence of instructions to the contrary, Proxies given pursuant to the solicitation by the management of the Company will be voted for the nominees listed in this Circular. Management does not contemplate that any of the nominees will be unable to serve as a director. The number of directors of the Company was set at four at the Company’s last annual general meeting.

The following table sets out the names of the nominees for election as directors, the offices they hold within the Company, their occupations, the length of time they have served as directors of the Company, and the number of common shares of the Company which each beneficially owns, directly or indirectly, or over which control or direction is exercised, as of the date of this Circular.

- 4 -


Name, province or state and country of residence and positions, current and former, if any, held in the Company	Principal occupation for last five years	Served as director since	Number of common shares beneficially owned, directly or indirectly, or controlled or directed at present ⁽¹⁾
PAUL W. KUHN Braga, Portugal Director, Chief Executive Officer and President	Chief Executive Officer of the Company, formerly Chief Executive Officer of Metallica Mining AS.	July 8, 2010	115,000
GREGORY E. MCKELVEY ⁽²⁾ Arizona, United States Director	Consultant for various mining companies; former president of Animas Resources Ltd.	January 23, 2008	176,200
MARK T. BROWN ⁽²⁾ British Columbia, Canada Director	President, Pacific Opportunity Capital Ltd. (“ POC ”).	January 23, 2008	1,495,834 ⁽³⁾
DONALD E. RANTA ⁽²⁾ Colorado, United States Director	President, Rare Element Resources Ltd.; consultant for various mining companies.	January 23, 2008	131,122

Notes:

(1)

The information as to common shares beneficially owned or controlled has been provided by the nominees themselves.

(2)

A member of the Audit Committee.

(3)

1,395,834 of these common shares are held by POC, a company controlled by Mark T. Brown and his family and of which Mark T. Brown is the President and a director and 100,000 of these common shares are held directly by Mark T. Brown.

The Company does not have an executive committee of its board of directors (the “ Board ”).

No proposed director is being elected under any arrangement or understanding between the proposed director and any other person or company.

Corporate Cease Trade Orders or Bankruptcies

No director or proposed director of the Company is, or within the ten years prior to the date of this Circular has been, a director or executive officer of any company, including the Company, that while that person was acting in that capacity:

(a)

was the subject of a cease trade order or similar order or an order that denied the company access to any exemption under securities legislation for a period of more than 30 consecutive days; or

(b)

was subject to an event that resulted, after the director ceased to be a director or executive officer of the company being the subject of a cease trade order or similar order or an

- 5 -

order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; or

(c)

within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Individual Bankruptcies

No director or proposed director of the Company has, within the ten years prior to the date of this Circular, become bankrupt or made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that individual.

Penalties or Sanctions

None of the proposed directors have been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority, has entered into a settlement agreement with a securities regulatory authority or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable security holder making a decision about whether to vote for the proposed director.

EXECUTIVE COMPENSATION

Named Executive Officers

During the financial year ended December 31, 2011, the Company had two Named Executive Officers (“ NEOs ”) being Paul W. Kuhn, Chief Executive Officer (“ CEO ”) and President; and Winnie Wong, the Chief Financial Officer (“ CFO ”) and Secretary.

“Named Executive Officer” means: (a) each CEO, (b) each CFO, (c) each of the three most highly compensated executive officers of the company, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000; and (d) each individual who would be a NEO under (c) above but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of that financial year.

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Discussion and Analysis

The compensation of the Company’s NEOs is determined by the Board, which is composed of four members, two of whom are independent.

The Board’s compensation program is designed to provide competitive levels of compensation, a significant portion of which is dependent upon individual and corporate performance and contribution to increasing shareholder value. The Board recognizes the need to provide a total compensation package that will attract and retain qualified and experienced executives as well as align the compensation level of each executive to that executive’s level of responsibility. In general, a NEOs compensation is comprised of two components:

(a)

Salary, wages or contractor payments; and

(b)

Stock option grants.

- 6 -

The objectives and reasons for this system of compensation are generally to allow the Company to remain competitive compared to its peers in attracting experienced personnel. The CFO takes a payment as a contractor that is lower than comparative salary levels because she also works as the CFO for other companies and does not devote 100% of her time to the Company.

No directors’ fees are paid.

Share-Based and Option-Based Awards

The Company does not grant share-based awards. Stock option grants are made on the basis of the number of stock options currently held, position, overall individual performance, anticipated contribution to the Company’s future success and the individual’s ability to influence corporate and business performance. The purpose of granting such stock options is to assist the Company in compensating, attracting, retaining and motivating the officers, directors and employees of the Company and to closely align the personal interest of such persons to the interest of the shareholders.

The recipients of incentive stock options and the terms of the stock options granted are determined from time to time by the Board. The exercise price of the stock options granted is generally determined by the market price at the time of grant.

SUMMARY COMPENSATION TABLE

Set out below is a summary of compensation paid or accrued during the Company’s three most recently completed financial years to the Company’s NEOs.

Summary Compensation Table


Name and principal position	Year ⁽¹⁾	Salary ($)	Option-based awards ($) ⁽³⁾	Non-equity incentive plan compensation ($)		Pension value ($)	All other compensation ($)	Total compensation ($)
Name and principal position	Year ⁽¹⁾	Salary ($)	Option-based awards ($) ⁽³⁾	Annual incentive plans	Long-term incentive plans	Pension value ($)	All other compensation ($)	Total compensation ($)
Paul W. Kuhn CEO and President	2011 Dec 31, 2010 April 30, 2010	$232,418 ⁽²⁾ $101,535 ⁽²⁾ N/A	N/A $83,532 N/A	N/A N/A N/A	N/A N/A N/A	N/A N/A N/A	$62,864 $16,744 N/A	$295,282 $201,811 N/A
Winnie Wong CFO and Secretary	2011 Dec 31, 2010 Apr. 30, 2010	N/A N/A N/A	N/A $11,933 N/A	N/A N/A N/A	N/A N/A N/A	N/A N/A N/A	$106,615 ⁽⁴⁾ $131,344 ⁽⁴⁾ $3,000 ⁽⁴⁾	$106,615 $143,277 $3,000

Notes:

(1)

(2)

Mr. Kuhn’s salary is paid in Euros. The dollar amounts are calculated based on a conversion rate of Euros to Canadian dollars as at the average rate of the year.

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(3)

The fair value of option-based awards which are vested during 2009, 2010 and 2011 was determined by the Black-Scholes Option Pricing Model with assumptions for risk free interest rates, dividend yields, volatility factors of the expected market price of the Company’s common shares and expected life of the options.

(4)

POC, a company of which Winnie Wong is the Vice President, charged a total of $106,615, $131,344 and $3,000 for rent and accounting and management fees for a team of four people during financial year ended December 31, 2011, financial eight-month period ended December 31, 2010 and financial year ended April 30, 2010, respectively.

Narrative Discussion

Paul W. Kuhn:

Effective July 1, 2012, the Company and Mr. Kuhn entered into a contract for services (the “ Contract for Services ”) pursuant to which Mr. Kuhn agreed to serve as the Company’s President and CEO. In accordance with the terms of his consulting agreement, Mr. Kuhn receives a fee of € 11,000 per month. Mr. Kuhn is also entitled to receive a housing allowance of € 3,000 per month and a school allowance for his dependant children in the amount of € 10,000 per year. In connection with his relocation to Portugal, Mr. Kuhn was entitled to be reimbursed for moving expenses up to a maximum of € 20,000. Mr. Kuhn was also granted 350,000 options exercisable at $0.35 per share for a period of 5 years from the date of the closing of the acquisitions of MAEPA - Empreendimentos Mineiros e Participacoes Lda and Innomatik Exploration Kosovo, LLC, both of which are subsidiaries of the Company, and a further 100,000 options to be priced at market price upon the Company successfully optioning to a third party one of its material properties, subject to TSX Venture Exchange (the “ Exchange ”) approval. The Company may terminate the consulting agreement during its term without notice or any payment in lieu thereof for cause. The Company may also terminate the consulting agreement during its term without cause and without further obligation by providing Mr. Kuhn with six months written notice or by paying Mr. Kuhn in lieu of such notice and by paying € 15,000 for moving costs back to the United States.

Winnie Wong:

The Company paid a total of $106,615 during the financial year ended 2011 to POC, a company of which Ms. Wong is a Vice President, for rent and the management and accounting services of an accounting and administrative team of four people during 2011.

- 8 -

INCENTIVE PLAN AWARDS

Outstanding Share-Based Awards and Option-Based Awards

The Company does not have any share-based awards held by NEO. The following table sets forth the outstanding option-based awards held by the NEOs of the Company at the end of the most recently completed financial year:

Outstanding Option-Based Awards


	Option-based Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options ($) ⁽¹⁾
Paul W. Kuhn CEO and President	350,000	$0.35	July 8, 2015	Nil
Winnie Wong CFO and Secretary	50,000 55,000	$0.35 $0.20	July 8, 2015 August 28, 2013	Nil Nil

Note:

(1)

“In-the-Money Options” means the excess of the market value of the Company’s common shares on December 30, 2011, the last trading day of 2011, over the exercise price of the options. The market price for the Company’s common shares on December 30, 2011, the last trading day of 2011, was $0.19.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth details of the value vested or earned for all incentive plan awards during the most recently completed financial year by each NEO:

Value Vested or Earned for Incentive Plan Awards During the Most
Recently Completed Financial Year


Name	Option-based awards – Value vested during the year ($)	Non-equity incentive plan compensation – Value earned during the year ($)
Paul W. Kuhn CEO and President	Nil	N/A
Winnie Wong CFO and Secretary	Nil	N/A

Narrative Discussion

The following information is intended as a brief description of the Stock Option Plan and is qualified in its entirety by the full text of the Stock Option Plan, which will be available for review at the Meeting.

The maximum number of shares that may be issued upon the exercise of stock options granted under the Stock Option Plan shall not exceed 10% of the issued and outstanding common shares of

- 9 -

the Company at the time of grant, the exercise price of which, as determined by the Board in its sole discretion, shall not be less than the closing price of the Company’s shares traded through the facilities of the Exchange on the date prior to the date of grant, less allowable discounts, in accordance with the policies of the Exchange or, if the shares are no longer listed for trading on the Exchange, then such other exchange or quotation system on which the shares are listed or quoted for trading.

The Board shall not grant options to any one person in any 12 month period which will, when exercised, exceed 5% of the issued and outstanding shares of the Company or to any one consultant or to those persons employed by the Company who perform investor relations services which will, when exercised, exceed 2% of the issued and outstanding shares of the Company.

Upon expiry of an option, or in the event an option is otherwise terminated for any reason, the number of shares in respect of the expired or terminated option shall again be available for the purposes of the Stock Option Plan. All options granted under the Stock Option Plan may not have an expiry date exceeding ten years from the date on which the Board grants and announces the granting of the option.

The expiry date of a stock option shall be the earlier of the date so fixed by the Board at the time the stock option is awarded and the date established, if applicable, in sub-paragraphs (a) to (c) below (the “ Early Termination Date ”):

(a)

In the event that the option holder should die while he or she is still a director or officer or employee or consultant, the Early Termination Date shall be 12 months from the date of death of the option holder; or

(b)

In the event that the option holder holds his or her stock option as director or officer of the Company and such option holder ceases to be a director or officer of the Company other than by reason of death, the Early Termination Date of the stock option shall be the 90th day (or, in the case of a director or officer who continues to be an employee or consultant, the 180th day) following the date the option holder ceases to be a director or officer of the Company, as the case may be; or

(c)

In the event that the option holder holds his or her stock option as an employee or consultant of the Company and such option holder ceases to be an employee or consultant of the Company other than by reason of death, the Early Termination Date of the stock option shall be the 90th day (or, in the case of an employee or consultant who continues to be in a different position with the Company, the 180th day) following the date the option holder ceases to be in that position.

The Board is seeking shareholder approval for the adoption of a new 10% rolling stock option plan (the “ New Stock Option Plan ”), subject to regulatory approval, as more particularly described under the heading “ Particulars of Matters to be Acted Upon - Adoption of New 10% Rolling Stock Option Plan ”.

PENSION BENEFITS

The Company does not have a pension plan that provides for payments or benefits to the NEOs at, following, or in connection with retirement.

TERMINATION AND CHANGE OF CONTROL BENEFITS

The table below sets out the estimated incremental payments, payables and benefits due to each of the NEOs, on termination without cause assuming termination on December 31, 2011.

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Name	Base Salary	Bonus	Option-Based Awards	All Other Compensation	Total
Paul W. Kuhn CEO and President	€ 66,000 ⁽²⁾	Nil	Nil	€ 15,000 ⁽²⁾	€ 81,000
Winnie Wong CFO and Secretary	Nil	Nil	Nil	Nil	Nil

The table below sets out the estimated incremental payments, payables and benefits due to each of the NEOs on termination on a change of control or resignation for good cause following a change of control assuming termination or resignation on December 31, 2011.


Name	Base Salary	Bonus	Option-Based Awards ⁽¹⁾	All Other Compensation	Total
Paul Kuhn CEO and President	€ 66,000 ⁽²⁾	Nil	Nil	€ 15,000 ⁽²⁾	€ 81,000
Winnie Wong CFO and Secretary	Nil	Nil	Nil	Nil	Nil

Note:

(1)

Assumes no exchange of options held by NEOs for acquiring company ’ s stock options and the vesting of all outstanding options. Calculated based on the difference between the market price of the Company’s common shares on the Exchange on December 30, 2011, the last trading day of 2011, which was $0.19 and the exercise price of the option.

(2)

The Company may also terminate the consulting agreement during its term without cause and without further obligation by providing Mr. Kuhn with six months written notice or by paying Mr. Kuhn in lieu of such notice and by paying € 15,000 for moving costs back to the United States.

The Company has no compensatory plan, contract or arrangement where an NEO is entitled to receive more than $100,000 (including periodic payments or instalments) to compensate such NEO in the event of resignation, retirement or other termination of the NEOs employment with the Company, a change of control of the Company, or a change in responsibilities of the NEO following a change in control.

DIRECTOR COMPENSATION

The Company does not have share-based awards held by a director. Other than compensation paid to the NEOs, and except as noted below, no compensation was paid to directors in their capacity as directors of the Company or its subsidiaries, in their capacity as members of a committee of the Board or of a committee of the board of directors of its subsidiaries, or as consultants or experts, during the Company’s most recently completed financial year.

Set out below is a summary of compensation paid or accrued during the Company’s most recently completed financial year to the Company’s directors, other than the NEOs previously disclosed:

Director Compensation Table


Name	Fees earned ($)	Option-based awards ⁽¹⁾ ($)	Non-equity incentive plan compensation ($)	All other compensation ($)	Total ($)
Gregory E. McKelvey	N/A	N/A	N/A	N/A	N/A
Donald E. Ranta	N/A	N/A	N/A	N/A	N/A
Mark T. Brown	N/A	N/A	N/A	N/A	N/A

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Note:

(1)

The fair value of option-based awards which are vested during 2011 was determined by the Black-Scholes Option Pricing Model with assumptions for risk free interest rates, dividend yields, volatility factors of the expected market price of the Company’s common shares and expected life of the options

Narrative Discussion

Directors are compensation through the grant of options. No directors’ fees are paid.

INCENTIVE PLAN AWARDS

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth details of all awards granted to directors of the Company which are outstanding at the end of the most recently completed financial year. The Company has not granted any share-based awards.

Outstanding Option-Based Awards


	Option-based Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options ($) ⁽¹⁾
Gregory E. McKelvey	50,000 55,000	$0.35 $0.20	July 8, 2015 August 28, 2013	Nil Nil
Donald E. Ranta	50,000 55,000	$0.35 $0.20	July 8, 2015 August 28, 2013	Nil Nil
Mark T. Brown	50,000 55,000	$0.35 $0.20	July 8, 2015 August 28, 2013	Nil Nil

Note:

(1)

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Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth details of the value vested or earned for all incentive plan awards during the most recently completed fiscal year by each director :

Value Vested or Earned for Incentive Plan Awards During the Most
Recently Completed Financial Year


Name	Option-based awards – Value vested during the year ($)	Non-equity incentive plan compensation – Value earned during the year ($)
Gregory E. McKelvey	Nil	Nil
Donald E. Ranta	Nil	Nil
Mark T. Brown	Nil	Nil

EQUITY COMPENSATION PLAN INFORMATION

The following table sets out those securities of the Company which have been authorized for issuance under equity compensation plans, as at the previous year end:


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by the securityholders	1,110,000	$0.32	500,357
Equity compensation plans not approved by the securityholders	N/A	N/A	N/A
Total	1,110,000	$0.32	500,357

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the current or former directors, executive officers, employees of the Company, the proposed nominees for election to the Board, or their respective associates or affiliates, are or have been indebted to the Company since the beginning of the last completed financial year of the Company.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

No director or executive officer of the Company or any proposed nominee of Management of the Company for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, since the beginning of the Company’s last financial year in matters to be acted upon at the Meeting, other than the election of directors, the appointment of auditors and the approval of the New Stock Option Plan.

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INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

None of the persons who were directors or executive officers of the Company or a subsidiary of the Company at any time during the Company’s last financial year, the proposed nominees for election to the Board, any person or company who beneficially owns, directly or indirectly, or who exercises control or direction over (or a combination of both) more than 10% of the issued and outstanding common shares of the Company, nor any associate or affiliate of those persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any transaction or proposed transaction which has materially affected or would materially affect the Company.

APPOINTMENT OF AUDITOR

Auditor

The Management of the Company intends to nominate DeVisser Gray LLP, Chartered Accountants, of Vancouver, British Columbia, for re-appointment as auditor of the Company. Forms of proxies given pursuant to this solicitation will, on any poll, be voted as directed and, if there is no direction, for the re-appointment of DeVisser Gray LLP, Chartered Accountants, as the auditor of the Company to hold office for the ensuing year with remuneration to be fixed by the directors.

MANAGEMENT CONTRACTS

Other than as disclosed herein, no management functions of the Company are to any substantial degree performed by a person or company other than the directors or executive officers of the Company.

Management, administrative and secretarial functions are provided by POC. A total of $106,615 was invoiced by POC for rent and management and accounting services rendered and for the services of Mark T. Brown, a director of the Company, and Winnie Wong, the Chief Financial Officer, and two other staff members of POC for the year ended December 31, 2011.

Effective July 8, 2010, Paul W. Kuhn receives a monthly compensation of € 11,000 for his services as CEO, pursuant to a management consulting agreement.

Paul Nelles, a non-controlling shareholder and the managing director of the Company’s subsidiary in Kosovo, provides executive managerial services for the Company’s subsidiary in Kosovo and consulting services to the Company. For the most recently completed fiscal year, $91,333 was paid to Paul Nelles.

Michael Diehl, a non-controlling shareholder of the Company’s subsidiary in Kosovo, provides exploration consulting services to the Company’s subsidiary in Kosovo. For the most recently completed fiscal year, $144,658 was paid to Michael Diehl.

Minerália, a private company owned by Adriano Barros, a non-controlling shareholder and the managing director of the Company’s subsidiary in Portugal, provides consulting services to the Company’s subsidiary in Portugal. For the most recently completed fiscal year, $219,532 was paid to Minerália.

Other than as disclosed herein, no management functions of the Company are to any substantial degree performed by a person or company other than the directors or executive officers of the Company.

AUDIT COMMITTEE

The Company is required to have an audit committee comprised of not less than three directors, a majority of whom are not officers, control persons or employees of the Company or an affiliate of the Company.

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Audit Committee Charter

The text of the audit committee’s charter is attached as Schedule “A” to this Circular.

Composition of Audit Committee and Independence

National Instrument 52-110 Audit Committees , (“ NI 52-110 ”) provides that a member of an audit committee is “independent” if the member has no direct or indirect material relationship with the Company, which could, in the view of the Board, reasonably interfere with the exercise of the member’s independent judgment.

NI 52-110 provides that an individual is “financially literate” if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements. The following sets out the members of the audit committee and their education and experience that is relevant to the performance of his responsibilities as an audit committee member.

The Company’s current audit committee consists of Mark T. Brown, Gregory E. McKelvey and Donald E. Ranta. Gregory McKelvey and Donald E. Ranta are considered “independent” as such term is defined in NI 52-110. POC, a company controlled by Mark T. Brown and his family, receives a consulting fee from the Company and, as such, Mr. Brown is not considered “independent” as such term is defined in NI 52-110. All three members are “financially literate” as such term is defined in NI 52-110.

Relevant Education and Experience

Based on their business and educational experiences, each audit committee member has a reasonable understanding of the accounting principles used by the Company; an ability to assess the general application of such principles in connection of the accounting for estimates, accruals and reserves; experience analyzing and evaluating financial statements that present a breadth and level of complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, or experience actively supervising one or more individuals engaged in such activities; and an understanding of internal controls and procedures for financial reporting.

Gregory E. McKelvey: Mr. McKelvey received a Bachelor of Arts in Geology from the University of Montana in 1966 and a Master of Science in Geology from the Franklin and Marshall College in 1967. He is an active consultant to companies engaged in the business of mining and mineral discovery and serves on the Industry Leadership Board for the University of Arizona Department of Mining & Geological Engineering. Mr. McKelvey is a director of Animas Resources Ltd. and Rare Element Resources Ltd., both of which are mineral resource companies listed on the Exchange.

Donald E. Ranta : Mr. Ranta is an exploration and development mining executive, experienced in planning, implementing and directing successful exploration and acquisition programs throughout North America, South America, Africa and other international locations. He has extensive experience in generative exploration, project exploration and appraisal, geologic-engineering, economic evaluation, and strategic and business planning. In addition, he is a former President and Board member of Society for Mining, Metallurgy and Exploration, Inc. and the current Vice President-Finance and a Board member of American Institute of Mining, Metallurgical and Petroleum Engineers. He has been a director of several junior exploration and mining companies. He holds geological engineering degrees from the University of Minnesota (BS), University of Nevada (MS), and the Colorado School of Mines (PhD).

Mark T. Brown: Mr. Brown received a Bachelor of Commerce Degree from the University of British Columbia in 1990 and is a member of the Institute of Chartered Accountants of British Columbia. He is currently President of POC, a private company which provides financial solutions, equity and management services to small and medium size entrepreneurial enterprises. Mr. Brown is an officer and

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director of a number of public and private companies and his corporate activities include transactions, financings and corporate financial planning. He is a founder of Rare Element Resources Ltd., which is listed on the Exchange and the NYSE AMEX. Between 1990 and 1994, Mr. Brown worked with PricewaterhouseCoopers. He is currently a director and /or officer of various other public companies.

Audit Committee Oversight

Since the commencement of the Company’s most recently completed financial year, the audit committee of the Company has not made any recommendations to nominate or compensate an external auditor which were not adopted by the Board.

Reliance on Certain Exemptions

Since the commencement of the Company’s most recently completed financial year, the Company has not relied on:

(a)

the exemption in section 2.4 ( De Minimis Non-audit Services ) of NI 52-110; or

(b)

an exemption from NI 52-110, in whole or in part, granted under Part 8 ( Exemptions ).

Pre-Approval Policies and Procedures

The audit committee has not adopted any specific policies and procedures for the engagement of non-audit services.

Audit Fees

The following table sets forth the fees billed to the Company and its subsidiaries by DeVisser Gray LLP, Chartered Accountants, for services rendered in the last two fiscal years:


	2011	2010
	($)	($)
Audit fees ⁽¹⁾	$16,500	$12,000
Audit related fees ⁽²⁾	Nil	Nil
Tax fees ⁽³⁾	Nil	Nil
All other fees ⁽⁴⁾	Nil	Nil
Total	$16,500	$12,000

Notes:

(1)

“Audit fees” include fees necessary to perform the annual audit and quarterly reviews of the Company’s consolidated financial statements; fees for review of tax provisions; accounting consultations on matters reflected in the financial statements; and, audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

(2)

“Audited related fees” include services that are traditionally performed by the auditor such as employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

(3)

“Tax fees” includes fees for all tax services other than those included in “Audit fees” and “Audit related fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

(4)

“All other fees” include all other non-audit services.

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Exemption in Section 6.1

The Company is a “venture issuer” as defined in NI 52-110 and is relying on the exemption in section 6.1 of NI 52-110 relating to Parts 3 ( Composition of Audit Committee ) and 5 ( Reporting Obligations ).

CORPORATE GOVERNANCE DISCLOSURE

National Instrument 58-101, Disclosure of Corporate Governance Practices , requires all reporting issuers to provide certain annual disclosure of their corporate governance practices with respect to the corporate governance guidelines (the “ Guidelines ”) adopted in National Policy 58-201. These Guidelines are not prescriptive, but have been used by the Company in adopting its corporate governance practices. The Board and senior management of the Company consider good corporate governance to be an integral part of the effective and efficient operation of Canadian corporations. The Company’s approach to corporate governance is set out below.

Board of Directors

Management is nominating four individuals to the Board, all of whom are current directors of the Company.

The Board has a stewardship responsibility to supervise the management of and oversee the conduct of the business of the Company, provide leadership and direction to Management, evaluate Management, set policies appropriate for the business of the Company and approve corporate strategies and goals. The day-to-day management of the business and affairs of the Company is delegated by the Board to the CEO and the President. The Board will give direction and guidance through the President to Management and will keep Management informed of its evaluation of the senior officers in achieving and complying with goals and policies established by the Board.

The Guidelines suggest that the board of directors of every reporting issuer should be constituted with a majority of individuals who qualify as “independent” directors under NI 52-110, which provides that a director is independent if he or she has no direct or indirect “material relationship” with the Company. The “material relationship” is defined as a relationship which could, in the view of the Board, reasonably interfere with the exercise of a director’s independent judgement. All of the current members of the Board are considered “independent” within the meaning of NI 52-110, except for Paul W. Kuhn, who is the CEO and President and Mark T. Brown, who is the President and a director of a company which receives consulting fees from the Company.

The Board recommends nominees to the shareholders for election as directors. Immediately following each annual general meeting, the Board appoints an Audit Committee and the chairperson of the Audit Committee. The Board establishes and periodically reviews and updates the Audit Committee mandates, duties and responsibilities, elects a chairperson of the Board and establishes his or her duties and responsibilities, appoints the CEO, CFO and President of the Company and establishes the duties and responsibilities of those positions and on the recommendation of the CEO, appoints the senior officers of the Company and approves the senior Management structure of the Company.

The Board exercises its independent supervision over management by its policies that (a) periodic meetings of the Board be held to obtain an update on significant corporate activities and plans; and (b) all material transactions of the Company are subject to prior approval of the Board. The Board shall meet not less than three times during each year and will endeavour to hold at least one meeting in each fiscal quarter. The Board will also meet at any other time at the call of the President, or subject to the Articles of the Company, of any director.

The mandate of the Board, as prescribed by the Business Corporations Act (British Columbia), is to manage or supervise management of the business and affairs of the Company and to act with a view to the

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best interests of the Company. In doing so, the Board oversees the management of the Company’s affairs directly and through its committees.

Directorships

The following directors of the Company are also directors of other reporting issuers as stated:

Mark T. Brown is a director of Big Sky Petroleum Corporation, Strategem Capital Corporation, Pitchstone Exploration Ltd., Estrella Gold Corporation, Almaden Minerals Ltd., Galileo Petroleum Ltd., Sutter Gold Mining Inc. and Animas Resources Ltd.;

Donald E. Ranta is a director of Rare Element Resources Ltd., Otis Gold Corp. and Animas Resources Ltd; and

Gregory E. McKelvey is a director of Rare Element Resources Ltd., GWR Resources Inc., Redhawk Resources , Inc. and Animas Resources Ltd.

Orientation and Continuing Education

The Company does not provide a formal orientation and education program for new directors of the Company. However, any new directors will be given the opportunity to: (a) familiarize themselves with the Company, the current directors and members of management; (b) review copies of recently publicly filed documents of the Company, technical reports and the Company’s internal financial information; (c) have access to technical experts and consultants; and (d) review a summary of significant corporate and securities legislation. Directors are also given the opportunity for continuing education.

Board meetings may also include presentations by the Company’s management and consultants to give the directors additional insight into the Company’s business.

Ethical Business Conduct

The Board currently does not have a written code of ethics, but views good corporate governance as an integral component to the success of the Company. The Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law and the restrictions placed by the applicable corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

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Nomination of Directors

The Board considers its size each year when it considers the number of directors to recommend to its shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of views and experience. Accordingly, in light of the Company’s state of development, the Board considers four directors to be appropriate.

The Board does not currently have a nominating committee, and these functions are currently performed by the Board as a whole.

Compensation

The quantity and quality of the Board compensation and compensation paid to the CEO is reviewed on an annual basis and determined by the Board as a whole, which allows the independent directors to have input into compensation decisions. At present, the Board is satisfied that the current compensation arrangements adequately reflect the responsibilities and risks involved in being an effective director or officer of the Company. At this time, the Company does not believe its size and limited scope of operations requires a formal compensation committee.

Other Board Committees

At the present time, the only standing committee is the Audit Committee. The written charter of the Audit Committee, as required by NI 52-110, is contained in Schedule “A” to this Circular. As the Company grows, and its operations and management structure became more complex, the Board expects it will constitute more formal standing committees, such as a Corporate Governance Committee, a Compensation Committee and a Nominating Committee, and will ensure that such committees are governed by written charters and are composed of at least a majority of independent directors.

Assessments

The Board annually reviews its own performance and effectiveness as well as the effectiveness and performance of its committees. Effectiveness is subjectively measured by comparing actual corporate results with stated objectives. The contributions of individual directors are informally monitored by other Board members, bearing to mind the business strengths of the individual and the purpose of originally nominating the individual to the Board.

The Board monitors the adequacy of information given to directors, communication between Board and Management and the strategic direction and processes of the Board and its committees.

The Board believes its corporate governance practices are appropriate and effective for the Company, given its size and operations. The Company’s corporate governance practices allow the Company to operate efficiently, with checks and balances that control and monitor Management and corporate functions without excessive administration burden.

PARTICULARS OF MATTERS TO BE ACTED UPON

Adoption of a New 10% Rolling Stock Option Plan

The Board is seeking shareholder approval for the adoption of the New Stock Option Plan to replace the Company’s current 10% rolling Stock Option Plan, as more particularly described below. Prior to implementation by the Company, the New Stock Option Plan is subject to approval by the Exchange.

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The Company’s current Stock Option Plan was initially adopted by the directors of the Company on July 29, 2008 and was designed to be in place during the time the Company was a Capital Pool Company. The Stock Option Plan was approved by the shareholders at its last annual general meeting on June 8, 2011. There are currently 2,000,000 stock options outstanding under the Stock Option Plan.

The Board has deemed it appropriate to update the Stock Option Plan to bring the Company’s current Stock Option Plan in line with current policies of the Exchange. The Company is therefore seeking shareholder approval for the adoption of the New Stock Option Plan. The New Stock Option Plan is substantially similar to the Company’s current stock option plan and is subject to acceptance by the Exchange. A copy of the New Stock Option Plan will be available for review at the Meeting and at the Company’s head office located at Suite 410 - 325 Howe Street, Vancouver, British Columbia prior to the Meeting.

The following information is intended as a brief description of the New Stock Option Plan and is qualified in its entirety by the full text of the New Stock Option Plan, which will be available for review at the Meeting.

The Board may, from time to time, in its sole discretion, grant to directors, officers, employees and consultants stock options to acquire shares of the Company. The New Stock Option Plan shall be administered by the secretary of the Company or such director or other senior officer or employee of the Company as may be designated as administrator by the Board from time to time.

The maximum number of shares issuable under the New Stock Option Plan, together with the number of shares issuable under outstanding options granted otherwise than under the New Stock Option Plan, shall not exceed 10% of the shares outstanding from time to time.

The Company shall not grant stock options:

(a)

to any one person in any 12 month period which could, when exercised, result in the issuance of shares exceeding 5% of the issued and outstanding shares of the Company unless the Company has obtained the requisite disinterested shareholder approval to the grant; or

(b)

to any one consultant in any 12 month period which could, when exercised, result in the issuance of shares exceeding 2% of the issued and outstanding shares of the Company; or

(c)

In any 12 month period, to persons employed or engaged by the Company to perform investor relations activities which could, when exercised, result in the issuance of shares exceeding, in aggregate 2% of the issued and outstanding shares of the Company.

If any stock option expires or otherwise terminates for any reason without having been exercised in full, the number of shares in respect of which stock option expired or terminated shall again be available for the purposes of the New Stock Option Plan.

The exercise price shall be the price per share, as determined by the Board in its sole discretion as of the date on which the Board grants a particular stock option (the “ Award Date ”), at which an option holder may purchase a share upon the exercise of a stock option. The exercise price shall not be less than the closing price of the Company’s shares traded through the facilities of the Exchange on the day preceding the Award Date, less any discount permitted by the Exchange, or such other price as may be required by the Exchange. Any reduction in the exercise price of a stock option held by an option holder who is an insider of the Company at the time of the proposed reduction will require disinterested shareholder approval.

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The term of an option shall be the date so fixed by the Board at the time the particular stock option is awarded, provided that such date shall not be later than the tenth anniversary of the Award Date of the stock option.

(a)

(b)

In the event that the option holder holds his or her stock option as director or officer of the Company and such option holder ceases to be a director or officer of the Company other than by reason of death, the Early Termination Date of the stock option shall be the 90th day following the date the option holder ceases to be a director or officer of the Company unless the option holder ceases to be a director of the Company but continues to be engaged by the Company as an employee or consultant, in which case the expiry date of the stock option shall remain unchanged; or

(c)

In the event that the option holder holds his or her stock option as an employee or consultant of the Company and such option holder ceases to be an employee or consultant of the Company other than by reason of death, the Early Termination Date of the stock option shall be the 90th day following the date the option holder ceases to be an employee or consultant of the Company.

Notwithstanding the foregoing, the Early Termination Date for stock options granted to any option holder engaged primarily to provide investor relations activities shall be the 30th day following the date that the option holder ceases to be employed in such capacity, unless the option holder continues to be engaged by the Company as an employee or director, in which case the Early Termination Date shall be determined as set forth above.

All stock options granted pursuant to the New Stock Option Plan will be subject to such vesting requirements as may be prescribed by the Exchange, if applicable, or as may be imposed by the Board. All stock options granted to consultants performing investor relations activities will vest in stages over 12 months with no more than one-quarter of the stock options vesting in any three month period.

10.

If a change of control occurs, all shares subject to each outstanding stock option will become vested, subject to any required approval of the Exchange, whereupon all stock options may be exercised in whole or in part by the option holder.

11.

Stock options may not be assigned or transferred.

12.

If, prior to the complete exercise of any stock option, the shares of the Company are consolidated, subdivided, converted, exchanged or reclassified or in any way substituted for other shares of the Company, a stock option, to the extent that it has not been exercised, shall be adjusted by the Board in accordance with such event in the manner the Board deems appropriate. No fractional shares shall be issued upon the exercise of any stock option and accordingly, if as a result of the event, an option holder would become entitled to a fractional share, such option holder shall have the right to purchase only the next lowest whole number of shares and no payment or other adjustment will be made with respect to the fractional interest so disregarded.

13.

The Company will obtain disinterested shareholder approval of stock options if the New Stock Option Plan, together with all of the Company’s previously established and outstanding stock option

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plans or grants, could result at any time in the grant to insiders within a 12 month period, of a number of stock options exceeding 10% of the issued shares of the Company.

14.

Subject to applicable regulatory and, if required by any relevant law, rule or regulation applicable to the New Stock Option Plan, to shareholder approval, the Board may from time to time amend the New Stock Option Plan and the terms and conditions of any stock option thereafter to be granted and, without limiting the generality of the foregoing, may make such amendment for the purpose of meeting any changes in any relevant law, rule or regulation applicable to the New Stock Option Plan, any stock option or the shares or for any other purpose, which may be permitted by all relevant laws, rules and regulations, provided always that any such amendment shall not alter the terms or conditions of any stock option or impair any right of any option holder pursuant to any stock option awarded prior to such amendment. Notwithstanding the foregoing, the Board may, subject to the requirements of the Exchange, amend the terms upon which each stock option shall become vested with respect to shares without further approval of the Exchange, other regulatory bodies having authority over the Company, the New Stock Option Plan or the shareholders.

15.

Subject to applicable regulatory and, if required by any relevant law, rule or regulation applicable to the New Stock Option Plan, to shareholder approval, the Board may from time to time retrospectively amend the New Stock Option Plan and, with the consent of the affected option holders, retrospectively amend the terms and conditions of any stock options, which have been previously granted. For greater certainty, the policies of the Exchange currently require that disinterested shareholder approval be obtained for any reduction in the exercise price of any stock option held by an insider of the Company.

16.

The Board may terminate the New Stock Option Plan at any time provided that such termination shall not alter the terms or conditions of any stock option or impair any right of any option holder pursuant to any stock option awarded prior to the date of such termination. Notwithstanding the termination of the New Stock Option Plan, the Company, stock options awarded under the New Stock Option Plan, option holders and shares issuable under stock options awarded under the New Stock Option Plan shall continue to be governed by the provisions of the New Stock Option Plan.

At the Meeting, shareholders will be asked to consider and, if deemed advisable, to pass an ordinary resolution approving the adoption of the New Stock Option Plan in the following form:

“BE IT RESOLVED as an ordinary resolution that:

the Company’s proposed stock option plan (the “ New Stock Option Plan ”), as described in the Circular dated April 30, 2012, including reserving for issuance under the New Stock Option Plan at any time of a maximum of 10% of the issued and outstanding common shares of the Company, be and is hereby authorized and approved;

The board of directors of the Company be authorized to make any changes to the New Stock Option Plan as may be required by the Exchange;

Notwithstanding the foregoing, the directors of the Company are hereby authorized, without further approval of or notice to the shareholders of the Company, to revoke this ordinary resolution at any time prior to giving effect to the New Stock Option Plan; and

the Company be and is hereby authorized to prepare such documents and make such submissions as the Company may be required to make to give effect to this resolution.”

Shareholders may vote FOR or AGAINST the above resolution. The Board has unanimously approved the New Stock Option Plan and recommends the Company’s shareholders vote FOR the adoption of the New Stock Option Plan. To be effective, the New Stock Option Plan requires approval by an ordinary resolution passed by the shareholders of the Company at a general meeting. An ordinary resolution is a resolution passed by a simple majority of the votes cast in person or by proxy. If approved by the

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Company’s shareholders, the New Stock Option Plan will take effect upon approval by the Exchange. If the New Stock Option Plan is not approved by the Company’s shareholders, then the current Stock Option Plan will continue unamended.

General Matters

It is not known whether any other matters will come before the Meeting other than those set forth above and in the Notice of Meeting, but if any other matters do arise, the person named in the Proxy intends to vote on any poll, in accordance with his or her best judgement, exercising discretionary authority with respect to amendments or variations of matters set forth in the Notice of Meeting and other matters which may properly come before the Meeting or any adjournment of the Meeting.

ADDITIONAL INFORMATION

Additional information relating to the Company may be found on SEDAR at www.sedar.com. Financial information about the Company is provided in the Company’s comparative annual financial statements to December 31, 2011, a copy of which, together with Management’s Discussion and Analysis thereon, can be found on the Company’s SEDAR profile at www.sedar.com. Additional financial information concerning the Company may be obtained by any security holder of the Company free of charge by contacting the Company, at 604-687-3520 .

BOARD APPROVAL

The contents of this Circular have been approved and its mailing authorized by the directors of the Company.

DATED at Vancouver, British Columbia, the 30 ^th day of April, 2012.

ON BEHALF OF THE BOARD

“Paul W. Kuhn”

Paul W. Kuhn

Chief Executive Officer and President

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AVRUPA MINERALS LTD.

Schedule “A”
Audit Committee Charter

Role and Objective

The Audit Committee (the "Committee") is a committee of the board of directors (the “Board”) of Avrupa Minerals Ltd. (the "Company") to which the Board has delegated its responsibility for oversight of the nature and scope of the annual audit, management's reporting on internal accounting standards and practices, financial information and accounting systems and procedures, financial reporting and statements and recommending, for Board approval, the audited financial statements and other mandatory disclosure releases containing financial information. The objectives of the Committee are as follows:

To assist directors in meeting their responsibilities (especially for accountability) in respect of the preparation and disclosure of the financial statements of the Company and related matters;

To provide effective communication between directors and external auditors appointed by the Company;

To enhance the external auditors’ independence; and

To increase the credibility and objectivity of financial reports.

Membership of Committee

The Committee shall be comprised of at least three (3) directors of the Company.

The Board shall have the power to appoint the Committee Chairman.

All of the members of the Committee shall be “financially literate”. The Board has adopted the definition for “financial literacy” used in National Instrument 52-110 - Audit Committees (“NI 52-110”)

Meetings

At all meetings of the Committee every question shall be decided by a majority of the votes cast. In case of an equality of votes, the Chairman of the meeting shall not be entitled to a second or casting vote.

A quorum for meetings of the Committee shall be a majority of its members, and the rules for calling, holding, conducting and adjourning meetings of the Committee shall be the same as those governing the Board.

Meetings of the Committee should be scheduled to take place at least four times per year. Minutes of all meetings of the Committee shall be taken.

The Committee shall forthwith report the results of meetings and reviews undertaken and any associated recommendations to the Board.

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The Committee shall meet with the external auditors at least once per year (in connection with the preparation of the yearend financial statements) and at such other times as the external auditors and the Committee consider appropriate.

Mandate and Responsibilities of Committee

It is the responsibility of the Committee to oversee the work of the external auditors, including resolution of disagreements between management and the external auditors regarding financial reporting.

It is the responsibility of the Committee to satisfy itself on behalf of the Board with respect to the Company's internal control system:

identifying, monitoring and mitigating business risks; and

ensuring compliance with legal, ethical and regulatory requirements.

It is a responsibility of the Committee to review the annual financial statements of the Company prior to their submission to the Board for approval. The process should include but not be limited to:

reviewing changes in accounting principles, or in their application, which may have a material impact on the current or future years' financial statements;

reviewing significant accruals or other estimates such as the ceiling test calculation;

reviewing accounting treatment of unusual or non-recurring transactions;

ascertaining compliance with covenants under loan agreements;

reviewing disclosure requirements for commitments and contingencies;

reviewing adjustments raised by the external auditors, whether or not included in the financial statements;

reviewing unresolved differences between management and the external auditors; and

obtaining explanations of significant variances within comparative reporting periods.

The Committee is to review the financial statements (and make a recommendation to the Board with respect to their approval), prospectuses, management discussion and analysis and all public disclosure containing audited or unaudited financial information before release and prior to Board approval. The Committee must be satisfied that adequate procedures are in place for the review of the Company' disclosure of all other financial information and shall periodically access the accuracy of those procedures.

With respect to the appointment of external auditors by the Board, the Committee shall:

recommend to the Board the appointment of the external auditors;

recommend to the Board the terms of engagement of the external auditors, including the compensation of the external auditors and a confirmation that the external auditors shall report directly to the Committee; and

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when there is to be a change in auditors, review the issues related to the change and the information to be included in the required notice to securities regulators of such change.

The Committee shall review with external auditors (and the internal auditor if one is appointed by the Company) their assessment of the internal controls of the Company, their written reports containing recommendations for improvement, and management's response and follow-up to any identified weaknesses. The Committee shall also review annually with the external auditors their plan for their audit and, upon completion of the audit, their reports upon the financial statements of the Company and its subsidiaries.

The Committee must pre-approve all non-audit services to be provided to the Company or its subsidiaries by the external auditors. The Committee may delegate to one or more members the authority to pre-approve non-audit services, provided that the member(s) report to the Committee at the next scheduled meeting such pre-approval and the member(s) comply with such other procedures as may be established by the Committee from time to time.

The Committee shall review risk management policies and procedures of the Company (i.e. hedging, litigation and insurance).

The Committee shall establish a procedure for:

the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and

the confidential, anonymous submission by employees and agents of the Company of concerns regarding questionable accounting or auditing matters.

10.

The Committee shall review and approve the Company’ hiring policies regarding employees and former employees of the present and former external auditors of the Company.

11.

The Committee shall have the authority to investigate any financial activity of the Company. All employees of the Company are to cooperate as requested by the Committee.

12.

The Committee may retain any person having special expertise and/or obtain independent professional advice to assist in filling their responsibilities at the expense of the Company without any further approval of the Board.

[EX154002.GIF]

[EX154004.GIF]