Form 6-k

Report of Foreign Private Issuer
Pursuant to Rules 13a-16 or 15d-16
Under the Securities Exchange Act of 1934

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

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

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

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

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

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

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

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

Date: March 12, 2005

Cumberland Resources Ltd.

By: /s/ Kerry M. Curtis_

Name: Kerry M. Curtis

Title: President & CEO

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NEWS RELEASE

[nr0506004.jpg]

TSX: CLG; AMEX: CLG

Suite 950 – 505 Burrard Street, Box 72, One Bentall Centre, Vancouver, B.C. Canada V7X 1M4

Tel: 604.608.2557 Fax: 604.608.2559 www.cumberlandresources.com

News Release 05-06

May 12, 2005

Cumberland Reports First Quarter 2005 Financial Results and Summary of Activities

CUMBERLAND RESOURCES LTD. (TSX: CLG; AMEX: CLG) is pleased to report unaudited financial results and summary of activities for the three months ended March 31, 2005.

SUMMARY OF RECENT ACTIVITIES

In the first quarter of 2005 the Company announced the results from the feasibility study on the Company’s 100% owned Meadowbank gold project located in Nunavut, Canada. Cumberland is advancing Meadowbank towards open pit production of 315,000 ounces of gold per year over an 8.3 year mine life at an estimated total cash cost of US$224 per ounce. A feasibility study¹ was completed by AMEC Americas Ltd. in February 2005 and development permitting is progressing. Operations from three, shallow open pits are planned to commence in mid-2008, provided final permits and licenses are obtained in early 2006.

Meadowbank Gold Project Production Profile¹

Open Pit Mineral Reserves (Proven and Probable)	2,768,000 ounces²
Mine Throughput	2.73 Mtpa
Mine Life	8.3 years
Average Annual Production Rate Years 1 to 4 Life of Mine	375,000 ounces 315,000 ounces
Total Cash Cost per Oz. Years 1 to 4 Life of Mine	US$199 US$224

The mineral resource estimate in the feasibility study identified measured and indicated resources³ of 3,326,000 ounces and an additional inferred resource³ of 474,000 ounces. The following proven and probable open pit reserves are a subset of the mineral resource estimate:

Meadowbank Gold Project Open Pit Mining Reserves (Proven and Probable)²

Open Pit	Ore (t)	Au Grade (g/t)	Contained Ounces
Portage	11,180,000	4.27	1,534,000
Vault	8,469,000	3.18	866,000
Goose	2,247,000	5.09	368,000
Total		3.93	2,768,000

The results of the feasibility study are summarized in the Technical Report prepared by AMEC Americas Ltd. in accordance with National Instrument 43-101 and filed on SEDAR on March 31, 2005. The Study incorporates improvements to the Meadowbank mine model as a result of a re-design completed in 2004 by the Company and the study manager, AMEC, including increased annual production and mill throughput, changes to open pit scheduling, and a proposed 102 km conventional access road to connect the project to the community of Baker Lake.

In March 2005, the Company announced a planned $3.5 million exploration program at the Meadowbank property. The Company has planned 7,000 to 9,000 metres of diamond drilling for 2005 and commenced drilling in April. The two phased exploration program will focus on increasing gold reserves and resources and includes drilling targets at or near existing deposits and other grassroots exploration on the Meadowbank property.

The development of the Meadowbank project is being reviewed under a Nunavut Impact Review Board (NIRB) Part 5 review as provided under Article 12 of the Nunavut Land Claims Agreement. The Company has submitted a Draft Environmental Impact Study (DEIS) to the NIRB. The report identifies the potential impacts the Meadowbank project will have on the local environment, socio-economic impacts, and the management and mitigation measures required to minimize the impacts of the project while maximizing the benefits. NIRB has reviewed the DEIS and advanced the project from a conformity review to technical review with pre-hearing conferences scheduled, by NIRB, in June. Following a period of review and initial hearings, Cumberland will prepare a final EIS document, which will include responses to matters raised through the NIRB review period. The Company anticipates it could move into the Final EIS stage in the fall of 2005. Final approvals and licenses are anticipated in early 2006.

The engineering and construction schedule for the project assumes that all necessary NIRB approvals and licenses are obtained in early 2006 allowing shipping of equipment and supplies in the 2.5 month 2006 shipping season (mid-July to late September). Construction of the access road from Baker Lake to the Meadowbank site would commence in the fall of 2006. Upon completion of the access road a mine construction period of 18 months is required with production commencing in mid-2008.

Cumberland also holds a 22% interest (carried to production) in the Meliadine West gold project located in Nunavut Territory. Comaplex Minerals Corp. is the Operator of the Meliadine West gold project. In March 2005, Comaplex announced a new resource estimate for the Tiriganiaq deposit and an expanded field program for 2005, including a proposed 16,000 metres of diamond drilling.

FINANCIAL HIGHLIGHTS

At March 31, 2005, the Company had working capital of $36.7 million compared to $37.0 million at December 31, 2004.

The Company incurred a net loss of $0.5 million ($0.01 per share) in the first quarter of 2005 compared to $1.4 million ($0.03 per share) in the first quarter of 2004. This decrease in net loss is primarily due to the reduction in costs as a result of completion of feasibility and environmental studies in 2005.

In the first quarter of 2005 the Company incurred exploration and development costs at Meadowbank of $1.1 million compared to $2.0 million in the first quarter of 2004. Meadowbank project costs were lower in the first quarter of 2005 due to the completion of certain environmental studies, engineering consulting services and resource analyses related to the feasibility study.

In January 2005 and January 2004, the Company received the annual $0.5 million option payment from the operator of the Meliadine West joint venture in accordance with the option agreement signed in 1995. In order to maintain its entire interest, the joint venture operator is obligated to make a $1.5 million option payment to the Company on January 1, 2006 and for each year thereafter until commercial production is achieved.

The Company had no operating revenues in the first three months of 2005 or 2004, as it had not commenced mining operations.

This summary of financial highlights should be read in conjunction with the Company’s first quarter 2005 unaudited financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are available on www.sedar.com.

Cumberland is a well financed mineral exploration and development company. The Company completed a feasibility study on the Meadowbank gold project (100% interest) in Nunavut and is advancing the project towards production. The Company also holds a 22% carried to production interest in the Meliadine West gold project and a 50% interest in the Meliadine East gold project, both located in Nunavut. The shares of Cumberland are traded on the Toronto Stock Exchange and the American Stock Exchange under the symbol CLG.

CUMBERLAND RESOURCES LTD.

”Kerry M. Curtis, B.Sc., Geo.”
President and CEO

For further information contact: Kerry Curtis, President and CEO or Joyce Musial, Manager, Investor Relations

Forward Looking Statements and Risks - This News Release contains “forward-looking statements”, including, but not limited to, statements regarding our expectations as to the market price of gold, strategic plans, future commercial production, production targets and timetables, mine operating costs, capital expenditures, work programs, exploration budgets and mineral reserve and resource estimates. Forward-looking statements express, as at the date of this report, our plans, estimates, forecasts, projections, expectations or beliefs as to future events or results. We caution that forward-looking statements involve a number of risks and uncertainties, and there can be no assurance that such statements will prove to be accurate. Therefore, actual results and future events could differ materially from those anticipated in such statements. Factors that could cause results or events to differ materially from current expecta tions expressed or implied by the forward-looking statements include, but are not limited to, factors associated with fluctuations in the market price of precious metals, mining industry risks and hazards, environmental risks and hazards, uncertainty as to calculation of mineral reserves and resources, requirement of additional financing, risks of delays in construction and other risks more fully described in our AIF filed with the Securities Commissions of the Provinces of British Columbia, Alberta, Ontario, Quebec and Nova Scotia and the Toronto Stock Exchange and in our 20F filed with the United States Securities and Exchange Commission (the “SEC”).

Cautionary Note to U.S. Investors - The SEC permits mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. We use certain terms in this news release such as “mineral resources” and “inferred resources” that the SEC guidelines strictly prohibit us from including in our Form 40-F available from us at Suite 950 – 505 Burrard Street, Vancouver, B.C. V7X 1M4. You can also obtain this form from the SEC by calling 1-800-SEC-0330.

Cautionary Note to U.S. Investors concerning estimates of Indicated Resources – This news release uses the term “indicated” resources. We advise US Investors that while that term is recognized and required by Canadian regulations, the SEC does not recognize it. U.S. investors are cautioned not to assume that any part or all of mineral deposits in this category will ever be converted into mineral reserves.

Cautionary Note to U.S. Investors concerning estimates of Inferred Resources – This news release uses the term “inferred” resources. We advise U.S. investors that while this term is recognized and required by Canadian regulations, the SEC does not recognize it. “Inferred Resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic feasibility. It cannot be assumed that all or any part of an Inferred Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. U.S. investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally mineable.

¹ Meadowbank Feasibility Study (First Quarter 2005) – The feasibility study incorporates improvements to the mine model as a result of a re-design completed in 2004 by the Company and the study manager, AMEC Americas Ltd. (“AMEC”). The results from the Study are summarized in a Technical Report, dated March 31, 2005, prepared by AMEC in accordance with the Standards of Disclosure for Mineral Projects as defined by National Instrument 43-101. Construction scheduling and capital cost estimation has been prepared by Merit International Consultants Inc. (“Merit”). Metallurgical and process test work was completed by SGS Lakefield Research Ltd. Process design was completed by International Metallurgical and Environmental Inc. and AMEC. Supporting geotechnical engineering, hydrogeological and geochemical studies were completed by Golder Associates Ltd. (“Golder” ). The Study has been prepared in accordance with the Standards of Disclosure for Mineral Projects as defined by National Instrument 43-101 (“NI 43-101”). Assumptions include a long term gold price of US$400/oz. and an exchange rate of US$0.75 per Cdn$1.00.

²Meadowbank Gold Reserves (First Quarter 2005) - The open pit mining reserves have been prepared in accordance with NI 43-101. Mr. Mark Pearson, P.Eng, Principal Mining Engineer with AMEC Americas Limited is the independent Qualified Person responsible for preparation of stated reserves.

³Meadowbank Gold Resources (First Quarter 2005) - The resource estimates were prepared in conformance with the requirements set out in NI 43-101 under the direction of Mr. Steven J. Blower, P. Geo., of AMEC Americas Limited, who is an independent Qualified Person as defined by NI 43-101.

EX-2 5 exhibit2.htm Unaudited Interim Financial Statements

Unaudited Interim Financial Statements

Cumberland Resources Ltd.

March 31, 2005

Cumberland Resources Ltd.

BALANCE SHEETS

(Unaudited)

(Canadian dollars)

	March 31 2005	December 31 2004
	$	$

ASSETS
Current
Cash and cash equivalents [note 2]	10,606,869	10,063,509
Short term investments [note 2]	25,995,463	27,062,928
Accrued interest receivable	52,882	216,499
Accounts receivable	98,280	109,317
Due from joint venturer	4,108	65,899
Prepaid expenses and other assets	920,390	384,541
Total current assets	37,677,992	37,902,693
Mineral property interests	8,246,083	8,246,083
Capital assets, net [note 3]	4,647,111	4,676,302
Reclamation deposit [note 7(b)]	605,000	605,000
Investments in public companies [note 8]	37,905	89,205
	51,214,091	51,519,283

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current
Accounts payable and accrued liabilities	664,283	532,949
Current portion of capital leases	362,592	358,578
Total current liabilities	1,026,875	891,527
Accrued site closure costs [note 4]	453,327	443,759
Capital leases	107,182	197,088
Commitments and contingencies [note 7]
Shareholders’ equity
Share capital [note 6[a]]	112,404,856	112,404,856
Contributed surplus [note 6[b]]	3,406,227	3,313,940
Deficit	(66,184,376)	(65,731,887)
Total shareholders’ equity	49,626,707	49,986,909
	51,214,091	51,519,283

See accompanying notes to financial statements

Cumberland Resources Ltd.

STATEMENTS OF LOSS AND DEFICIT

(Unaudited)

(Canadian dollars)

For the three month periods ended March 31,

	2005	2004
	$	$

REVENUE
Option receipts	500,000	500,000
Interest revenue	216,810	296,387
Gain on sale of investments in public companies [note 8]	643,649	811,567
	1,360,459	1,607,954

EXPENSES
Exploration and development costs [note 5]	1,103,617	2,039,047
Employee compensation	171,265	180,133
Stock-based compensation [note 6[b]]	92,287	224,690
Public and investor relations	71,474	56,415
Office and miscellaneous	104,320	131,332
Legal, audit and accounting	51,985	84,050
Other fees and taxes	60,513	121,504
Insurance	119,107	102,152
Depreciation and amortization	13,460	13,371
Accrued site closure costs – accretion expense	9,568	7,006
Interest expense on capital leases	15,352	21,544
	1,812,948	2,981,244
Net loss for the period	452,489	1,373,290

Deficit, beginning of period	65,731,887	55,205,622
Deficit, end of period	66,184,376	56,578,912

Basic and Diluted loss per share	$0.01	$0.03

Weighted average number of share outstanding	54,973,941	54,351,610

See accompanying notes to financial statements

Cumberland Resources Ltd.

STATEMENTS OF CASH FLOWS

(Unaudited)

(Canadian dollars)

For the three month periods ended March 31,

	2005	2004
	$	$

OPERATING ACTIVITES
Net loss for the period	(452,489)	(1,373,290)
Add (deduct) items not affecting cash:
Depreciation and amortization	13,460	13,371
Accrued site closure costs – accretion expense	9,568	7,006
Exploration related amortization	29,831	46,927
Gain on sale of investment in public companies	(643,649)	(811,567)
Stock-based compensation	92,287	224,690
Net changes in non-cash working capital items:
Accrued interest receivable	163,617	33,436
Accounts receivable	11,037	39,948
Due from joint venturer	61,791	5,994
Prepaid expenses	(535,849)	(405,716)
Accounts payable and accrued liabilities	131,334	468,233
Cash used in operating activities	(1,119,062)	(1,750,968)

FINANCING ACTIVITIES
Issuance of common shares	-	583,058
Repayment of capital lease obligation	(85,892)	(79,698)
Cash provided by (used in) financing activities	(85,892)	503,360

INVESTING ACTIVITIES
Purchase of capital assets	(14,100)	(443,236)
Short term investments	1,067,465	3,139,890
Proceeds on sale of investment in public companies	694,949	907,567
Cash provided by investing activities	1,748,314	3,604,221

Increase in cash and cash equivalents during the period	543,360	2,356,613
Cash and cash equivalents, beginning of period	10,063,509	24,270,017
Cash and cash equivalents, end of period	10,606,869	26,626,630

Supplemental information:
Interest paid	15,352	21,544

See accompanying notes to financial statements

Cumberland Resources Ltd.

NOTES TO INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Canadian dollars)

March 31, 2005

1. BASIS OF PRESENTATION

The accompanying interim financial statements of Cumberland Resources Ltd. (the “Company”) have been prepared in accordance with Canadian generally accepted accounting principles for interim financial statements and accordingly do not include all disclosures required for annual financial statements.

These interim financial statements follow the same significant accounting policies and methods of application as the Company’s annual financial statements for the year ended December 31, 2004 (the “Annual Financial Statements”). The interim financial statements should be read in conjunction with the Annual Financial Statements.

In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for these interim periods are not necessarily indicative of the result that may be expected for the full fiscal year ending December 31, 2005. The majority of exploration costs are incurred in the second and third quarters of the fiscal year due to the seasonal weather conditions in Nunavut Territory. Option receipts are received from the operator of the Meliadine West joint venture in the first quarter.

2. CASH AND CASH EQUIVALENTS AND SHORT TERM INVESTMENTS

Cash and cash equivalents include cash and highly liquid Canadian dollar denominated investments in investment grade debt and banker's acceptances, with terms to maturity of 90 days or less when acquired. The counter-parties are financial institutions. At March 31, 2005, these instruments were yielding a weighted average interest rate of 2.3% per annum (at December 31, 2004 – 2.4% per annum).

Short-term investments comprise highly liquid Canadian dollar denominated investments in investment grade debt and banker's acceptances with maturities to March 7, 2006. The counter-parties include the Canadian government and financial institutions. At March 31, 2005, these instruments were yielding a weighted average interest rate of 2.5% per annum (at December 31, 2004 – 2.2% per annum).

The fair market value of the cash equivalents and short-term investments approximates their carrying values at March 31, 2005.

Cumberland Resources Ltd.

NOTES TO INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Canadian dollars)

March 31, 2005

3. CAPITAL ASSETS

Capital assets are comprised as follows:

	Cost	Accumulated amortization	Net book value Mar 31, 2005	Net book value Dec 31, 2004
	$	$	$	$

Exploration equipment	1,408,823	894,716	514,107	543,938
Computer equipment	261,878	155,932	105,946	119,083
Office equipment	120,790	115,871	4,919	5,242
Construction in progress	4,022,139	-	4,022,139	4,008,039
	5,813,630	1,166,519	4,647,111	4,676,302

4. ACCRUED SITE CLOSURE COSTS

Accrued site closure costs relate to the Company’s legal obligation to remove exploration equipment and other assets from its mineral property sites in Nunavut and to perform other site reclamation work. Although the ultimate amount of future site restoration costs to be incurred for existing exploration interests is uncertain, the Company has estimated the fair value of this liability to be $453,327 at March 31, 2005 (December 31, 2004 - $443,759) based on the expected payments of $1,081,404 to be made primarily in 2017, discounted at interest rates of 8.5% or 10.0% per annum.

The liability for accrued site closure costs is comprised as follows:

	$

Accrued site closure costs, December 31, 2004	443,759
Additional liabilities incurred during the period	-
Accrued site closure costs – accretion expense	9,568
Accrued site closure costs, March 31, 2005	453,327

Cumberland Resources Ltd.

NOTES TO INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Canadian dollars)

March 31, 2005

5. EXPLORATION AND DEVELOPMENT COSTS

The following is a summary of exploration and development costs incurred by the Company related to its mineral property interests in Meadowbank and Meliadine East, for the three month periods ended March 31:

	2005	2004
	$	$

Meadowbank (100% interest):
Drilling	-	56,169
Transportation and freight	96,057	217,357
Contracts and personnel	147,883	247,877
Supplies and equipment	87.793	191,732
Other exploration costs	76,029	123,596
Environmental and permitting costs	379,426	660,324
Feasibility and engineering	285,260	538,080
	1,072,448	2,035,135
Meliadine East (50% interest):
Exploration costs	22,487	7,824
Recoveries from joint venture partner	(4,108)	(3,912)
	18,379	3,912

Other projects	12,790	-

Total exploration and development costs	1,103,617	2,039,047

Cumberland Resources Ltd.

NOTES TO INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Canadian dollars)

March 31, 2005

6. SHARE CAPITAL

[a]

Common shares

As at March 31, 2005 and December 31, 2004, the Company has an unlimited number of authorized common shares with no par value.

As at March 31, 2005 and December 31, 2004, the Company has 54,973,941 common shares issued and outstanding.

[b]

Stock options

At March 31, 2005 there are options outstanding under the Company’s Incentive Share Option Plan of 1995 (as amended) to issue 3,268,628 common shares of the Company. The exercise price of these options ranges from $0.80 to $4.85 and their expiry dates range from December 17, 2004 to May 13, 2013. At March 31, 2005, 4,958,894 common shares were reserved for issuance pursuant to the incentive share option plan.

The following table summarizes information about the share options outstanding and exercisable at March 31, 2005:

	Outstanding			Exercisable
Range $	Total # of shares	Weighted average exercise price	Weighted average contract life remaining	Total # of shares	Weighted average exercise price

0.80 - 1.85	262,500	1.24	1.65	225,000	1.14
2.00 - 2.65	2,638,628	2.16	3.63	2,308,628	2.16
3.56 - 4.85	367,500	4.78	3.64	367,500	4.78
	3,268,628	2.38	3.47	2,901,128	2.41

There were no options granted or exercised in the three month period ended March 31, 2005. The Company recognized total stock compensation expense of $92,287 for the three month period ended March 31, 2005 (three months ended March 31, 2004 - $224,690) in accordance with the fair value based method of accounting for stock compensation, with the offsetting credit recorded as an increase in contributed surplus.

Cumberland Resources Ltd.

NOTES TO INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Canadian dollars)

March 31, 2005

7. COMMITMENTS AND CONTINGENCIES

[a]

The Company has a contingent loan balance which totals $15,512,549 as at March 31, 2005 [December 31, 2004 - $15,121,045]. This loan will be repaid only if commercial production at Meliadine West is achieved and will be paid only out of production cash flow (as defined in the joint venture agreement).

[b]

The Company has a $605,000 deposit at a financial institution that is serving as collateral for a letter of credit. The letter of credit has been pledged in favour of the Kivalliq Inuit Association (“KIA”) under the term of a commercial lease agreement with the KIA, dated November 30, 2004. The deposit is bearing interest at market rates. The deposit will be returned when the Company has satisfied its legal obligations with respect to site reclamation at the Meadowbank mineral property in Nunavut (see Note 4).

[c]

The Company has committed to use certain third party mobile equipment between 2005 and 2007. Whereas the ultimate commitment amount will depend on usage, the maximum commitment amount is approximately $4 million.

[d]

The Company has employment agreements in place with various key employees which establish compensatory terms, including annual salary, employee benefit entitlements and termination benefits. Three of these agreements also provide for the payment of specific bonus amounts should certain financial and operating milestones with respect to the Meadowbank Project be attained in the future. As of March 31, 2005, the estimated contingent payment with respect to such bonuses is approximately $1.2 million, none of which has been accrued.

[e]

The Company is committed to future minimum annual rent payments under operating lease agreements over the next three years as follows:

		$

2005 (remainder)		163,553
2006		190,000
2007		159,000

Cumberland Resources Ltd.

NOTES TO INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Canadian dollars)

March 31, 2005

8. GAIN ON SALE OF INVESTMENTS IN PUBLIC COMPANIES

During the three month period ended March 31, 2005 the Company sold 855,000 shares (three months ended March 31, 2004 – 1,600,000 shares) of Eurozinc Mining Corporation (“Eurozinc”) for net proceeds of $694,949 (three months ended March 31, 2004 - $907,567), resulting in a gain of $643,649 (three months ended March 31, 2004 - $811,567).

The market value of the Company’s Eurozinc shares based on the quoted share trading price at March 31, 2005 is $562,500 (625,000 shares at $0.90 per share). This amount may not be reflective of what the Company would realize on liquidation of its investment.

9. SUBSEQUENT EVENT

Subsequent to March 31, 2005, the Company has sold an additional 150,000 shares of Eurozinc Mining for net proceeds of approximately $0.1 million, resulting in a gain of approximately $0.1 million.

EX-3 6 exhibit3.htm Management's Discussion and Analysis

Cumberland Resources Ltd.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

For the three period ended March 31, 2005

INTRODUCTION

This Management Discussion and Analysis (“MD&A”) provides a detailed analysis of the business of Cumberland Resources Ltd. (“Cumberland” or the “Company”) and compares its financial results for the three month period ended March 31, 2005 to the same period in the previous year. This MD&A should be read in conjunction with the Company’s annual MD&A for the year-ended December 31, 2004 and the Company’s unaudited interim financial statements for the three month period ended March 31, 2005. The Company’s reporting currency is the Canadian dollar and all amounts in this MD&A are expressed in Canadian dollars. The Company reports its financial position, results of operations and cash-flows in accordance with Canadian generally accepted accounting principles. This MD&A is made as of May 10, 2005.

This MD&A contains certain statements which may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 of the United States. Forward-looking statements include, but are not limited to, statements regarding completion of mine feasibility studies, mine development programs, mineral resource estimates and statements that describe the Company’s future plans, objectives or goals. Forward-looking statements involve various known and unknown risks and uncertainties, which may cause actual results, performance and achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such statements. As a result, readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of their respective dates. Important factors that could cause actual results to differ materially from the Company’s expectations include results of project feasibility studies and mine permitting activities, future gold prices, future prices of fuel, steel and other construction items, as well as other risk factors described under the heading “Risk Factors” in the Company’s most recent Annual Information Form.

Additional information relating to Cumberland, including the Company’s Annual Information Form, is on SEDAR at www.sedar.com.

Table of Contents

Summary of Recent Activities

Review of Financial Results

Liquidity and Capital Resources

Financial Outlook

Disclosure of Outstanding Share Data

1. SUMMARY OF RECENT ACTIVITIES

In the first quarter of 2005 the Company announced the results from the Feasibility Study (“Study”) on the Company’s 100% owned Meadowbank Gold Project located in Nunavut, Canada. The results of the Study are summarized in the Technical Report prepared by AMEC Americas Ltd. in accordance with National Instrument 43-101 and filed on SEDAR on March 31, 2005. The Study incorporates improvements to the Meadowbank mine model as a result of a re-design completed in 2004 by the Company and the study manager, AMEC, including increased annual production and mill throughput, changes to open pit scheduling, and a proposed 102 km conventional access road to connect the project to the community of Baker Lake.

The Study outlines a conventional open-pit gold mine and assumes a gold price and exchange rate of US$400 per ounce and US$0.75 per Cdn $1.00 respectively and full equity financing. Additional financial projections reflected in the Study include:

Meadowbank Gold Project Feasibility*

Proven and Probable Mining Reserves (contained ounces)	2.8 million
Average Life of Mine Annual Production	315,000 ounces
Average Life of Mine Recovery Rate	93.5%
Mine Life	8.3 years
Average Cash Production Cost (per Ounce)	US$224
Payback Period	4.0 years
Total Pre-production Capital	US$227 million
Pre-tax Internal Rate of Return After-tax Internal Rate of Return	14.3% 10.7%
Pre-tax Net Present Value @ 0% After-Tax Net Present Value @ 0%	US$174 million US$115 million

The mineral resource estimate in the Study identified measured and indicated resources** of 3,326,000 ounces and an additional inferred resource** of 474,000 ounces. The following proven and probable open pit reserves are a subset of the mineral resource estimate:

Meadowbank Gold Project Open Pit Mining Reserves (Proven and Probable)***

Open Pit	Ore (t)	Au Grade (g/t)	Contained Ounces
Portage	11,180,000	4.27	1,534,000
Vault	8,469,000	3.18	866,000
Goose	2,247,000	5.09	368,000
Total		3.93	2,768,000

In March 2005, the Company announced a planned $3.5 million exploration program at the Meadowbank property. The Company has planned 7,000 to 9,000 meters of diamond drilling for 2005 and commenced drilling in April. The two phased exploration program will focus on increasing gold reserves and resources and includes drilling targets at or near existing deposits and other grassroots exploration on the Meadowbank property.

The development of the Meadowbank Project is being reviewed under a Nunavut Impact Review Board (“NIRB”) Part 5 review as provided under Article 12 of the Nunavut Land Claims Agreement. The Company has submitted a Draft Environmental Impact Study (“DEIS”) to the NIRB. The report identifies the potential impacts the Meadowbank Project will have on the local environment, socio-economic impacts, and the management and mitigation measures required to minimize the impacts of the project while maximizing the benefits. NIRB has reviewed the DEIS and advanced the project from a conformity review to technical review with pre-hearing conferences scheduled, by NIRB, in June. Following a period of review and initial hearings, Cumberland will prepare a final EIS document, which will include responses to matters raised through the NIRB review period. The Company anticipates it could move into the Final EIS stage in the fall of 2005. Final approvals and licenses are anticipated in early 2006.

Cautionary Note to U.S. Investors - The SEC permits mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. We use certain terms in this MD&A such as “mineral resources” and “inferred resources” that the SEC guidelines strictly prohibit us from including in our Form 40-F available from us at Suite 950 – 505 Burrard Street, Vancouver, B.C. V7X 1M4. You can also obtain this form from the SEC by calling 1-800-SEC-0330.

Cautionary Note to U.S. Investors concerning estimates of Indicated Resources – This MD&A uses the term “indicated” resources. We advise US Investors that while that term is recognized and required by Canadian regulations, the SEC does not recognize it. U.S. investors are cautioned not to assume that any part or all of mineral deposits in this category will ever be converted into mineral reserves.

Cautionary Note to U.S. Investors concerning estimates of Inferred Resources – This MD&A uses the term “inferred” resources. We advise U.S. investors that while this term is recognized and required by Canadian regulations, the SEC does not recognize it. “Inferred Resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic feasibility. It cannot be assumed that all or any part of an Inferred Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. U.S. investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally mineable.

* Meadowbank Feasibility Study (First Quarter 2005) – The feasibility study incorporates improvements to the mine model as a result of a re-design completed in 2004 by the Company and the study manager, AMEC Americas Ltd. (“AMEC”). The results from the Study are summarized in a Technical Report, dated March 31, 2005, prepared by AMEC in accordance with the Standards of Disclosure for Mineral Projects as defined by National Instrument 43-101. Construction scheduling and capital cost estimation has been prepared by Merit International Consultants Inc. Metallurgical and process test work was completed by SGS Lakefield Research Ltd. Process design was completed by International Metallurgical and Environmental Inc. and AMEC. Supporting geotechnical engineering, hydrogeological and geochemical studies were completed by Golder Associates Ltd. &nbs p;Assumptions include a long term gold price of US$400/oz. and an exchange rate of US$0.75 per Cdn$1.00.

** Meadowbank Gold Resources (First Quarter 2005) - The resource estimates were prepared in conformance with the requirements set out in NI 43-101 under the direction of Mr. Steven J. Blower, P. Geo., of AMEC Americas Limited, who is an independent Qualified Person as defined by NI 43-101.

*** Meadowbank Gold Reserves (First Quarter 2005) - The open pit mining reserves have been prepared for the Study in accordance with NI 43-101. Mr. Mark Pearson, P.Eng, Principal Mining Engineer with AMEC Americas Limited is the independent Qualified Person responsible for preparation of stated reserves.

2. REVIEW OF FINANCIAL RESULTS

a) Critical Accounting Policies and Estimates

The Company’s significant accounting policies are disclosed in Note 2 of the Company’s annual financial statements for the year ended December 31, 2004. There have been no changes to the Company’s significant accounting policies in 2005.

The following is a discussion of the critical accounting policies and estimates which management believes are important for an understanding of the Company’s financial results:

Use of estimates

The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities at the date of the financial statements and revenues and expenses for the period reported. By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be significant. Actual results will likely differ from those estimates.

Exploration and development of mineral property interests

Exploration costs are expensed as incurred. Development costs are expensed until it has been established that a mineral deposit is commercially mineable and a production decision has been made by the Company to formulate a mining plan and develop a mine, at which point the costs subsequently incurred to develop the mine on the property are capitalized until mining operations commence.

As at March 31, 2005 the Company had not yet made a positive production decision to formulate a mining plan on any of its mineral properties and therefore all development costs have been expensed in 2005.

The Company capitalizes the cost of acquiring mineral property interests, including undeveloped mineral property interests, until the viability of the mineral interest is determined. Capitalized acquisition costs are expensed if it is determined that the mineral property has no future economic value. Exploration stage mineral interests represent interests in properties that are believed to potentially contain (i) other mineralized material such as measured, indicated or inferred resources with insufficient drill hole spacing to qualify as proven and probable mineral reserves and (ii) other mine-related or greenfield exploration potential that are not an immediate part of measured or indicated resources. The Company’s mineral rights are generally enforceable regardless of whether proven and probably reserves have been established. The Corporation has the ability and intent to renew mineral rights where the existing term is not sufficien t to recover undeveloped mineral interests.

Capitalized amounts (including capitalized development costs) are also written down if future cash flows, including potential sales proceeds, related to the mineral property are estimated to be less than the property’s total carrying value. Management of the Company reviews the carrying value of each mineral property periodically, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Reductions in the carrying value of a property would be recorded to the extent that the total carrying value of the mineral property exceeds its estimated fair value.

Site closure costs

Accrued site closure costs relate to the Company’s legal obligation to remove exploration equipment and other assets from it’s mineral property sites in Nunavut and to perform other site reclamation work. Although the ultimate amount of future site restoration costs to be incurred for existing exploration interests is uncertain, the Company has estimated the fair value of this liability to be $453,327 at March 31, 2005 based on the expected payments of $1,081,404 to be made primarily in 2017, discounted at interest rates of 8.5% or 10.0% per annum.

Accounting for stock-based compensation

The Company accounts for stock option awards granted to employees and directors under the fair value based method. The fair value of the stock options at the date of grant is calculated using a Black-Scholes option pricing model and then amortized over the vesting period, with the offsetting credit to contributed surplus. If the stock options are exercised, the proceeds are credited to share capital.

b) Results of Operations

Three month period ended March 31, 2005 compared to 2004

In January 2005 and January 2004, the Company received the annual $0.5 million option payment from the operator of the Meliadine West joint venture in accordance with the option agreement signed in 1995. The Company had no operating revenues in the first three months of 2005 or 2004, as it had not commenced mining operations.

Interest revenue decreased to $0.2 million in the first quarter of 2005 from $0.3 million in the first quarter of 2004 primarily due to the lower balance of cash and short-term investments in 2005 and the resulting lower interest income.

The gains realized on sales of shares in Eurozinc Mining Corporation in the first quarter of 2005 decreased to $0.6 million from $0.8 million in the first quarter of 2004, due to the lower number of shares sold in 2005.

Stock-based compensation expense for the first quarter of 2005 decreased to $0.1 million from $0.2 million for the same period in 2004 as no stock options have been granted in 2005 and a lower number of unvested options are being amortized.

Other expenses for the first quarter of 2005 decreased to $0.6 million from $0.7 million in the first quarter of 2004, due primarily to decreases in stock exchange listing fees, as well as reductions in legal and office expenses.

c) Summary of Quarterly Results

The table below sets out the quarterly results, expressed in thousands of Canadian dollars, for the past eight quarters:

	2005	2004				2003
	First	Fourth	Third	Second	First	Fourth	Third	Second

Option receipts	500,000	-	-	-	500,000	-	-	-
Other income	860,459	354,885	303,512	732,859	1,107,954	340,527	402,024	151,357

Exploration and development costs	(1,103,617)	(939,069)	(2,125,327)	(3,937,040)	(2,039,047)	(1,470,427)	(3,319,283)	(4,845,004)
Stock-based compensation	(92,287)	(194,272)	(1,276,206)	(204,845)	(224,690)	(810,562)	(125,600)	(211,850)
Other expenses	(617,044)	(557,591)	(554,831)	(760,328)	(717,507)	(576,326)	(652,359)	(487,024)

Net loss	(452,489)	(1,336,047)	(3,652,852)	(4,169,354)	(1,373,290)	(2,516,788)	(3,695,218)	(5,392,521)
Net loss per share	(0.01)	(0.02)	(0.07)	(0.08)	(0.03)	(0.05)	(0.08)	(0.14)

The majority of exploration costs are incurred in the second and third quarters of the fiscal year due to the seasonal weather conditions in Nunavut Territory. Option receipts are received from the operator of the Meliadine West joint venture in the first quarter.

3. LIQUIDITY AND CAPITAL RESOURCES

The Company’s principal source of liquidity at March 31, 2005 is cash and cash equivalents and short-term investments of $36.6 million (December 31, 2004 - $37.1 million). The majority of these amounts are invested in highly liquid Canadian dollar denominated investments in investment grade debt and banker’s acceptances, with maturities through March 7, 2006. The counter-parties include the Canadian government and financial institutions.

The Company’s principal sources of cash during the first quarter of 2005 were proceeds from the sale of investments ($0.7 million) and option receipts from the operator of the Meliadine West joint venture ($0.5 million).

In the first three months of 2005, the Company used $1.1 million of net cash in operating activities, primarily related to exploration, development and permitting costs on the Company’s 100% owned Meadowbank property. The Company also spent $0.1 million on principal repayments of the capital lease obligations.

At March 31, 2005 the Company had working capital of $36.7 million compared to $37.0 million at December 31, 2004.

Commitments and contractual obligations

The Company has estimated future costs of $1.1 million (December 31, 2004 - $1.1 million) to be incurred primarily in 2017 related to the Company’s legal obligation to remove exploration equipment and other assets from its mineral property sites in Nunavut and to perform other site reclamation work. The estimated fair value of this future obligation is accrued as a liability on the Company’s balance sheet in the amount of $0.5 million as at March 31, 2005.

The Company has a $0.6 million deposit at a financial institution that is serving as collateral for a letter of credit pledged in favour of the Kivalliq Inuit Association. The deposit will be returned when the Company has satisfied its legal obligations with respect to site reclamation at the Meadowbank mineral property in Nunavut.

The Company has employment agreements in place with various key employees which establish compensatory terms, including annual salary, employee benefit entitlements and termination benefits. Three of these agreements also provide for the payment of specific bonus amounts should certain financial and operating milestones with respect to the Meadowbank Project be attained in the future. As at March 31, 2005, the estimated contingent payment with respect to such bonuses is approximately $1.2 million, none of which has been accrued.

The Company did not enter into any significant new operating or capital lease agreements in the first three months of 2005. The Company has a contingent loan balance of approximately $15.5 million at March 31, 2005 (December 31, 2004 - $15.1 million). This loan will be repaid only if commercial production at Meliadine West is achieved and will be paid only out of production cash flow (as defined in the joint venture agreement).

4. FINANCIAL OUTLOOK

The outlook for the Company is related to the successful permitting, development and exploitation of the Meadowbank Gold Project. Assuming that all required permits are received and a final production decision is made by the Company with respect to Meadowbank, substantial long-term financing is required to develop the mine. Currently, the Company anticipates that such financing would be derived from a combination of debt and equity financing.

The successful development and operation of a mine at Meadowbank will be dependent on, among other factors, the U.S. dollar price of gold as well as the U.S. dollar currency exchange rate relative to the Canadian dollar. In addition, if the Company is able to partially finance the development of Meadowbank with long-term debt financing, the Company’s future profitability would likely be sensitive to market interest rates.

During 2005, the Company plans to incur approximately $3.5 million in exploration costs at Meadowbank. An additional $3.1 million is budgeted for feasibility and engineering costs, environmental permitting and other Meadowbank development activities. The Company’s 2005 budgeted expenditures for general and administrative costs are $1.4 million. In addition, the Company expects to incur approximately $1.0 million on other corporate expenses (consisting of insurance, public relations, investor relations and stock exchange listing costs).

During 2005, the Company’s share of exploration costs on its joint venture interest in Meliadine West will once again be fully financed via the Company’s contingent non-recourse loan arrangement with the operator of the Meliadine West joint venture. In order to maintain its entire interest, the joint venture operator is obligated to make a $1.5 million option payment to the Company on January 1, 2006 and for each year thereafter until commercial production is achieved.

As at March 31, 2005, the Company held 625,000 shares of Eurozinc Mining Corporation (Eurozinc) with a market value of $0.6 million, based on the quoted share trading price at quarter-end. This amount may not be reflective of what the Company would realize on liquidation of its investment.

5. DISCLOSURE OF OUTSTANDING SHARE DATA

The following is a summary of changes in outstanding shares and stock options since March 31, 2005:

	Stock options outstanding	Common shares outstanding	Share capital $
Balance, March 31, 2005	3,268,628	54,973,941	112,404,856
Stock options exercised	-	-	-
Balance, May 10, 2005	3,268,628	54,973,941	112,404,856

EX-4 7 exhibit4.htm Form 52-109FT2 - Certification of Interim Filings during Transition Period

Form 52-109FT2 - Certification of Interim Filings during Transition Period

I, Kerry M. Curtis, President and Chief Executive Officer of Cumberland Resources Ltd., certify that:

1. I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings) of Cumberland Resources Ltd., (the issuer) for the interim period ending March 31, 2005;

2. Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings; and

3. Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings.

Date: May 10, 2005

[exhibit4001.jpg]

Kerry M. Curtis

President and Chief Executive Officer

EX-5 8 exhibit5.htm Form 52-109FT2 - Certification of Interim Filings during Transition Period

Form 52-109FT2 - Certification of Interim Filings during Transition Period

I, Michael L. Carroll, Chief Financial Officer of Cumberland Resources Ltd., certify that:

Date: May 10, 2005

[exhibit5001.jpg]

Michael L. Carroll

Chief Financial Officer and Corporate Secretary

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1	News Release of the Registrant dated, May 12, 2005
2	Unaudited Interim Financial Statements dated, March 31, 2005
3	Management's Discussion and Analysis dated, March 31, 2005
4	CEO Certification
5	CFO Certification