##### 






MERIDIAN GOLD INC.

NOTICE OF MEETING

The Annual and Special Meeting of Shareholders
(the Meeting) of Meridian Gold Inc. (the
Corporation) will be held at 4:00 p.m. EDT on
Thursday, May 8, 2003 at the TSX Conference Centre located
on street level of the Exchange Tower, 130 King Street West
(NE corner of King and York Streets) (business attire
required), for the following purposes:



| |                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1.     to receive the
    consolidated financial statements of the Corporation for the
    financial year ended December 31, 2002 and the
    auditors report on the consolidated financial statements;
|
| | 2.     to elect
    directors to the Board of Directors of the Corporation (the
    Board of Directors);                                                                                              
|
| | 3.     to reappoint KPMG
    LLP as auditors of the Corporation and to authorize the Board of
    Directors to fix their remuneration;                                                                  
|
| | 4.     to consider, and
    if thought fit, to pass an ordinary resolution to confirm new
    by-law no. 1; and                                                                                         
|
| | 5.     to transact any
    other business that may properly come before the Meeting.                                                                                                                    

Only shareholders of record at March 24,
2003 will be entitled to notice of and to vote at the Meeting.
If you cannot attend the Meeting in person, please complete
and return the enclosed proxy in the envelope provided. Proxies
must be received by the Corporations registrar and
transfer agent, Computershare Trust Company of Canada,
100 University Avenue, 9th Floor Toronto ON M5J 2Y1,
by 5:00 p.m. (Eastern Daylight Time) on May 6, 2003.If a return envelope is not enclosed with your proxy form,
please mail your proxy form to Computershare Trust Company of
Canada, 100 University Avenue, 9th Floor Toronto ON
M5J 2Y1.



| |                      
| | ---------------------
| | BY ORDER OF THE BOARD
|
| | -s- Edward H. Colt   
| | Edward H. Colt       
| | Secretary            

Toronto, April 11, 2003



---



##### 



TABLE OF CONTENTS

|                                                |                                                    |  |     |    | 
|----------------------------------------------- | -------------------------------------------------- |  | --- | -- | 
|Appointment of Proxyholder                      |                                                    |  | 1   |   
|Exercise of Vote by Proxy                       |                                                    |  | 1   |   
|Voting by Beneficial Shareholders               |                                                    |  | 1   |   
|Revocation of Proxy                             |                                                    |  | 2   |   
|Voting Shares and Principal Holders             |                                                    |  | 2   |   
|Election of Directors                           |                                                    |  | 3   |   
|Nominees for Election to the Board of Directors |                                                    |  | 4   |   
|Statement of Corporate Governance Practices     |                                                    |  | 5   |   
|                                                | The Board of Directors                             |  |     | 5  | 
|                                                | Board Composition and Independence from Management |  |     | 5  | 
|                                                | Board Committees                                   |  |     | 5  | 
|                                                | Decisions Requiring Board Approval                 |  |     | 6  | 
|                                                | Board Performance                                  |  |     | 6  | 
|                                                | Shareholder Communications                         |  |     | 6  | 
|                                                | The Boards Expectations of Management             |  |     | 6  | 
|Statement of Executive Compensation             |                                                    |  | 7   |   
|                                                | Summary Compensation                               |  |     | 7  | 
|                                                | Long-Term Incentive Plan                           |  |     | 8  | 
|                                                | Grants of Options/ Restricted Shares               |  |     | 8  | 
|                                                | Option Exercises and Year-End Option Values        |  |     | 8  | 
|                                                | Pension Plans                                      |  |     | 9  | 
|                                                | Employment Contracts                               |  |     | 9  | 
|                                                | Composition of the Compensation Committee          |  |     | 9  | 
|                                                | Report on Executive Compensation                   |  |     | 10 | 
|                                                | Performance Graph                                  |  |     | 11 | 
|                                                | Compensation of Directors                          |  |     | 11 | 
|                                                | Directors and Officers Insurance                 |  |     | 12 | 
|Indebtedness of Directors and Officers          |                                                    |  | 12  |   
|Interests in Material Transactions              |                                                    |  | 12  |   
|Appointment of Auditors                         |                                                    |  | 12  |   
|Particulars of Matters to be Acted Upon         |                                                    |  | 12  |   
|                                                | Replacement of By-Law No. 1                        |  |     | 12 | 
|General                                         |                                                    |  | 13  |   
|Directors Approval                             |                                                    |  | 14  |   
|Schedule A: Meridian Gold Inc. By-Law
    No. 1 |                                                    |  | S-1 |   



---



##### 





MERIDIAN GOLD INC.

MANAGEMENT PROXY CIRCULAR

April 11, 2003


This Management Information Circular and Proxy
Statement (the Circular) is furnished in connection
with the solicitation of proxies by the management of Meridian
Gold Inc. (the Corporation) for use at the Annual
and Special Meeting of Shareholders (or any adjournments
thereof) of the Corporation (the Meeting) to be held
at 4:00 p.m. EDT on Thursday, May 8, 2003, at the TSX
Conference Centre located on the street level of the Exchange
Tower, 130 King Street West (NE corner of King and York Streets)
(business attire required) for the purposes set forth in the
accompanying Notice of Meeting.The
solicitation will be primarily by mail, but proxies may also be
solicited personally by regular employees of the Corporation for
which no additional compensation will be paid. The cost of
preparing, assembling and mailing this Circular, the Notice of
Meeting, form of proxy and any other material relating to the
Meeting has been or will be borne by the Corporation. It is
anticipated that copies of this Circular and the accompanying
proxy form will be distributed to shareholders on or about
April 11, 2003.

Shareholders who are not able to attend the
Meeting in person should complete and sign the enclosed proxy
form and return it to Computershare Trust Company of Canada, the
Corporations registrar and transfer agent, in the
pre-addressed envelope. To be effective, proxies must be
received before 5:00 p.m. (Eastern Daylight Time) on
May 6, 2003 by Computershare Trust Company of Canada,
100 University Avenue, 9th Floor, Toronto ON M5J 2Y1.
Shareholders whose shares are held by a nominee may receive
either a voting instruction form or form of proxy and should
follow the instructions provided by the nominee.

APPOINTMENT OF PROXYHOLDER

Any shareholder has the right to appoint a
person (who need not be a shareholder) other than the persons
designated in the enclosed form of proxy to attend and to vote
and to act for and on behalf of the shareholder at the Meeting.
In order to do so, the shareholder may insert the name of such
other person in the blank space provided in the proxy, or use
another form of proxy.

EXERCISE OF VOTE BY PROXY

The shares represented by properly executed
proxies will be voted or withheld from voting in accordance with
the instructions of the shareholder on any ballot that may be
called for and, if the shareholder specifies a choice with
respect to any matter to be acted upon, the shares shall be
voted accordingly. Where a shareholder fails to specify a choice
with respect to any matter referred to in the Notice of Meeting
in a proxy appointing a management nominee (the nominees
specified in the proxy enclosed with this Circular) as
proxyholder, the shares represented by the proxy will be voted
for or in favor of the matter to be voted upon.

The enclosed proxy confers discretionary
authority with respect to any amendments or variations to the
matters referred to in the Notice of Meeting and any other
matters, which may properly come before the Meeting.

VOTING BY BENEFICIAL SHAREHOLDERS

Shareholders who hold shares through their
brokers, intermediaries, trustees or other nominees (such
shareholders being collectively called Beneficial
Shareholders) should note that only proxies deposited by
shareholders whose names appear on the share register of the
Corporation may be recognized and acted upon at the Meeting. If
shares are shown on an account statement provided to a
Beneficial Shareholder by a broker, then in almost all cases the
name of such Beneficial Shareholders will not appear on the
share register of the Corporation. Such shares will most likely
be registered in the name of the broker or an agent of the
broker. In Canada, the vast majority of such shares will be
registered in the name of CDS & Co., the
registration name of The Canadian Depositary for Securities
Limited, which acts as a nominee for many brokerage firms. Such
shares can only be voted by brokers, agents or nominees and can
only be voted by them in accordance with



---



##### 



2

instructions received from Beneficial
Shareholders. As a result, Beneficial Shareholders should
carefully review the voting instructions provided by their
broker, agent or nominee with this Management Proxy Circular and
ensure they communicate how they would like their shares voted
in accordance with those instructions.


Applicable regulatory policies require brokers
and intermediaries to seek voting instructions from Beneficial
Shareholders in advance of shareholders meetings. Each
broker or intermediary has its own mailing procedures and
provides its own return instructions to clients. The purpose of
the form of proxy or voting instruction form provided to a
Beneficial Shareholder by its broker, agent or nominee is
limited to instructing the registered holder of the relevant
shares on how to vote such shares on behalf of the Beneficial
Shareholder. Most brokers now delegate responsibility for
obtaining instructions from clients to Independent Investor
Communications Corporation (IICC). IICC typically
supplies a voting instruction form, mails those forms to
Beneficial Shareholders and asks those Beneficial Shareholders
to return the forms to IICC or follow specific telephone or
other voting procedures. IICC then tabulates the results of all
instructions received by it and provides appropriate
instructions respecting the voting of shares at the Meeting. A
Beneficial Shareholder receiving a voting instruction form from
IICC cannot use that form to vote shares directly at the
Meeting. Instead, the voting instruction form must be returned
to IICC or the alternate voting procedures must be completed
well in advance of the Meeting in order to ensure such shares
are voted.

Although Beneficial Shareholders may not be
recognized directly at the Meeting for the purpose of voting
shares registered in the name of their broker, agent or nominee,
a Beneficial Shareholder may attend the Meeting as a proxyholder
for a shareholder and vote shares in that capacity. As a result,
Beneficial Shareholders who wish to attend the Meeting and
indirectly vote their shares as proxyholder for the registered
shareholder should contact their broker, agent or nominee well
in advance of the Meeting to determine the steps necessary to
permit them to indirectly vote their shares as a proxyholder.

REVOCATION OF PROXY

In addition to revocation in any other manner
permitted by law, under subsection 148(4) of the Canada
Business Corporations Act, a shareholder who has executed a
proxy has the power to revoke it by depositing an instrument in
writing executed by the shareholder (or the shareholders
attorney authorized in writing): (i) at the registered
office of the Corporation at any time up to and including the
last business day preceding the day of the Meeting (or any
adjournment or postponement thereof), or (ii) with the
Chairman of the Meeting on the day of the Meeting (or any
adjournment or postponement thereof).

VOTING SHARES AND PRINCIPAL HOLDERS

As of March 24, 2003, there were outstanding
98,986,774 common shares of the Corporation. Holders of record
of common shares in the capital of the Corporation (the
Common Shares) at the close of business on
March 24, 2003 are entitled to one vote for each Common
Share held, except to the extent that subsequent transferees
become entitled to vote by complying with the Canada Business
Corporations Act.



---



##### 



3

The following table shows, as of March 24,
2003, each person who, to the knowledge of the Corporation, its
directors or officers, beneficially owns, directly or
indirectly, or exercises control or direction over, in excess of
10% of any class of voting securities of the Corporation:

|           |        |                     |  |                                                                                        |  |                                                           |  |  |     | 
|---------- | ------ | ------------------- |  | -------------------------------------------------------------------------------------- |  | --------------------------------------------------------- |  |  | --- | 
|Class of   |        | Name and Address of |  | Amount and Nature of                                                                   |  | Percent                                                  
|Securities |        | Beneficial Owner    |  | Beneficial Ownership                                                                   |  | of Class                                                 
|           |        |                     |  |                                                                                        |  |                                                          
|           | Common |                     |  | Fidelity Management and
    Research Corporation
    One Federal Street
    Boston, MA |  | 14,843,102
    Shared Voting and
    Dispositive Power(1) |  |  | 15% | 



---

Notes



|    |                                                                                                  
|--- | -------------------------------------------------------------------------------------------------
|(1) | Total shares owned is 14,843,102, which includes
    the sole voting power over 1,780,537 shares.

ELECTION OF DIRECTORS

Pursuant to the articles of incorporation of the
Corporation, the board of directors of the Corporation (the
Board of Directors) consists of a minimum of three
directors and a maximum of ten directors; the Board of Directors
determines the number of directors within this range. The number
of directors is currently fixed at six.

The persons named in the enclosed form of proxy
intend to vote for the election of the six nominees listed in
the following table, all of whom are now members of the Board of
Directors and have been for the periods indicated. It is not
anticipated that any of these nominees will be unable to serve
as directors, but if that should occur for any reason prior to
the Meeting, the persons named in the enclosed form of proxy
shall be entitled to vote for any other nominees in their
discretion.

Each director elected at the meeting will hold
office until the next Annual Meeting of Shareholders or until
his or her successor is elected or appointed.



---



##### 



4

NOMINEES FOR ELECTION TO THE BOARD OF
DIRECTORS

|                                                                                                                                                                                                                                                                                                                            |  |                |      |                 |  |  |         | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ---- | --------------- |  |  | ------- | 
|Name and Municipality of Residence                                                                                                                                                                                                                                                                                          |  | Director Since |      | Shares Owned(1)
|                                                                                                                                                                                                                                                                                                                            |  |                |      |                
|John A. Eckersley(2)                                                                                                                                                                                                                                                                                                        |  |                | 1996 |                 |  |  | 3,000   | 
|West Vancouver, British Columbia                                                                                                                                                                                                                                                                                            |  |                |      |                 |  |  |         | 
|Mr. Eckersley is a private investor. Prior
    to October 1995, he was Vice-President, Secretary and General
    Counsel of Placer Dome Inc., a mining company.                                                                                                                                                            
|Brian J. Kennedy(3)                                                                                                                                                                                                                                                                                                         |  |                | 1996 |                 |  |  | 282,500 | 
|Reno, Nevada                                                                                                                                                                                                                                                                                                                |  |                |      |                 |  |  |         | 
|Mr. Kennedy has been President and Chief
    Executive Officer of the Corporation since April 1996. He was
    President of FMC Gold Company, a predecessor of the Corporation,
    from May 1987 until June 1996. Mr. Kennedy is also a
    director and officer of certain subsidiaries of the Corporation.              
|Christopher R. Lattanzi(4)                                                                                                                                                                                                                                                                                                  |  |                | 1999 |                 |  |  | 4,000   | 
|Toronto, Ontario                                                                                                                                                                                                                                                                                                            |  |                |      |                 |  |  |         | 
|Mr. Lattanzi, elected to the Board of
    Directors in February 1999, is a mining engineer and for the
    past eleven years has been President of Micon International
    Limited, mineral industry consultants.                                                                                                          
|Malcolm W. MacNaught(4)                                                                                                                                                                                                                                                                                                     |  |                | 1997 |                 |  |  | 8,000   | 
|Duxbury, Massachusetts                                                                                                                                                                                                                                                                                                      |  |                |      |                 |  |  |         | 
|In 1996, Mr. MacNaught culminated his career
    with Fidelity Investments where he managed the Fidelity Select
    Precious Metals and Minerals Fund and the Fidelity Select
    American Gold Portfolio Fund. He also acted as Manager of
    Fidelity Advisor Global Resources. Mr. MacNaught is a
    private investor.
|Carl L. Renzoni(2)                                                                                                                                                                                                                                                                                                          |  |                | 2000 |                 |  |  | 5,000   | 
|Toronto, Ontario                                                                                                                                                                                                                                                                                                            |  |                |      |                 |  |  |         | 
|Mr. Renzoni, appointed to the Board of
    Directors in November 2000, retired from BMO Nesbitt Burns in
    2001, where he was employed since 1969 and most recently served
    as a Managing Director. He brings over 30 years experience
    in the securities business specializing in the mining industry.            
|David S. Robertson(2)(4)                                                                                                                                                                                                                                                                                                    |  |                | 1996 |                 |  |  | 13,000  | 
|North York, Ontario                                                                                                                                                                                                                                                                                                         |  |                |      |                 |  |  |         | 
|Dr. Robertson is currently an independent
    consultant in the mining industry, and his distinguished career
    has spanned over 30 years. He has served as a director for
    several mining companies, and as president of the Canadian
    Institute of Mining, Metallurgy and Petroleum.                             



---

Notes



|    |                                                                                                                                                                                                                                                                                                                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Information as to the number of shares of each
    class of voting shares of the Corporation and any of the
    Corporations subsidiaries beneficially owned, directly or
    indirectly, or over which control or direction is exercised, is
    not within the knowledge of management and has been furnished by
    the respective nominees, as of March 24, 2003.
|   
|(2) | Member of Audit Committee.                                                                                                                                                                                                                                                                                                                                            
|   
|(3) | Includes the following restricted shares:                                                                                                                                                                                                                                                                                                                             

|    |  |                                          |  |                               
|--- |  | ---------------------------------------- |  | ------------------------------
|(a) |  | 44,634 shares will vest on July 24, 2003 |  |                               
|(b) |  | 46,134 will vest as follows:             |  | 23,066 shares on July 28, 2003
|    |  |                                          |  | 23,068 shares on July 28, 2004
|(c) |  | 31,100 will vest as follows:             |  | 10,366 shares on July 22, 2003
|    |  |                                          |  | 10,366 shares on July 22, 2004
|    |  |                                          |  | 10,368 shares on July 22, 2005



|    |                                  
|--- | ---------------------------------
|(4) | Member of Compensation Committee.



---



##### 



5

STATEMENT OF CORPORATE GOVERNANCE
PRACTICES



The Board of Directors


The Board of Directors is responsible for the
supervision of the management of the Corporations business
and affairs. It has the statutory authority and obligation to
protect and enhance the assets of the Corporation in the
interest of all shareholders. The Board of Directors believes in
the principles of maintaining an independent and effective board
of directors, assumption by the board of stewardship of the
Corporation and compliance, to the extent practicable for the
Corporation, with the guidelines adopted by the Toronto Stock
Exchange Committee on Corporate Governance (the TSX
Guidelines).

While management is responsible for day-to-day
operations, the Board of Directors has assumed the stewardship
of the Corporation. This includes responsibility for:
(a) adoption of a strategic planning process;
(b) identifying principal risks of the Corporations
business and ensuring implementation of appropriate systems to
manage those risks; (c) succession planning, including
appointing and monitoring senior management; (d) a
communications policy; and (e) integrity of the
Corporations internal control and management information
systems.

New directors are provided with substantial
reference material relating to the Corporations
strategies, business plan and recent performance, as well as
their responsibilities as directors. Specific briefing sessions
from appropriate senior management personnel take place
regularly at meetings of the Board of Directors.

The Board of Directors met seven times in 2002.

Board Composition and Independence from
Management

The Corporations policy is that a majority
of the members of the Board of Directors be
unrelated, within the meaning of the TSX Guidelines,
which means that the Board of Directors must remain independent
of management and free from any interest and any business or
other relationship which could, or could be perceived to,
interfere with a directors independence. In its
determination as to whether a particular director is a
related director, the Board of Directors examines
the individual circumstances of each director and the
relationship of the director to management and to the
Corporation. The Board of Directors is of the view that five of
the six present directors are independent of management and
unrelated for purposes of the TSX Guidelines, the exception
being Mr. Brian J. Kennedy, the President and Chief
Executive Officer of the Corporation. At the Meeting, a slate of
six individuals is being proposed for election by the
shareholders. Five of the nominees qualify as unrelated
directors.

The Corporations practice is to maintain a
non-executive Chairman of the Board of Directors to ensure that
the Board of Directors can function independently of management.
The current Chairman of the Board of Directors, David S.
Robertson, qualifies as an unrelated director.

The current composition of the Board of Directors
reflects a breadth of background and experience that is
important for effective governance of a company in the mining
industry. Additional nominees to the Board of Directors would be
expected to possess backgrounds and/or experience to complement
that of the Board of Directors.

Board Committees

The Corporation has two committees, Audit
Committee and Compensation Committee. The Audit Committee, on
behalf of the Board of Directors, has responsibility for:
(a) reviewing the financial statements of the Corporation
and recommending whether such statements should be approved by
the Board of Directors; (b) recommending to the Board of
Directors annually or as they may otherwise determine, a duly
qualified auditor; (c) reviewing the scope of the audit to
be conducted by the external and internal auditors of the
Corporation; (d) reviewing the auditors fees and
assessing the performance of external and internal auditors and
the nature and cost of other services provided by such auditors;
(e) reviewing all public disclosure documents containing
financial information before release; (f) reviewing all
post-audit or management letters containing material
recommendations of the external auditor and managements
response in respect of any



---



##### 



6

identified material weakness; and (g) having
such other duties, powers and authorities as the Board of
Directors may delegate to the Committee from time to time. The
members of the Committee have the right, for the purpose of
performing their duties, to inspect all the books and records of
the Corporation and its affiliates, and of discussing such
accounts and records and any matters relating to the financial
position or condition of the Corporation with the auditors of
the Corporation or its affiliates.


The Audit Committee is composed of three
(3) unrelated directors. This Committee has the following
members: John A. Eckersley (Chairman), David S. Robertson, and
Carl L. Renzoni.

The Compensation Committee has responsibility
for: (a) fixing the compensation of the President and Chief
Executive Officer and approving the compensation of the other
officers of the Corporation; (b) exercising the powers
conferred on it by the Board of Directors with respect to option
and share purchase plans; and (c) reviewing annually, or
more often if it deems appropriate, succession plans for key
executives, performance appraisals (having regard to the
criteria referred to under Executive Annual Incentive
Plan), development of senior officers, senior management
organization and reporting structure, contingency plans in the
event of the unexpected disability of key executives, and
performance and funding of pensions and other benefits.

The Compensation Committee is composed of three
(3) unrelated directors. This Committee has the following
members: Malcolm W. MacNaught (Chairman), Christopher R.
Lattanzi, and David S. Robertson.

As additional members join the Board of Directors
and as the needs of the Corporation change, the Board of
Directors will review the need for, and establish as
appropriate, additional committees.

Decisions Requiring Board Approval

Approval of annual budgets and major
acquisitions, investments and expenditures, as well as all
significant matters outside the ordinary course of business and
matters requiring such approval under applicable law, are
subject to review and approval by the Board of Directors.

Board Performance

The Chairman of the Board of Directors provides
leadership for the effective performance of the Board of
Directors.

Shareholder Communications

The Corporation maintains shareholder
communications through an investor relations program.

The Boards Expectations of
Management

The Board of Directors through the Compensation
Committee conducts an annual performance evaluation of the
President and Chief Executive Officer and establishes a list of
objectives for the ensuing year.

The Board of Directors expects management to
provide information and maintain processes, which enable the
Board of Directors to identify issues, challenges and
opportunities for the Corporation and to otherwise discharge its
responsibilities.

This statement of corporate governance practices
has been developed and approved by the Board of Directors.



---



##### 



7

STATEMENT OF EXECUTIVE COMPENSATION



Summary Compensation


The following table sets forth, for the periods
indicated, information concerning compensation earned during
such periods by the Corporations Chief Executive Officer
and by the Corporations four other most highly compensated
executive officers (excluding the Chief Executive Officer) who
were serving as executive officers on December 31, 2002
(the Named Executive Officers).

Summary Compensation Table(1)

|                            |                             |      |      |                     |  |                        |         |                    |  |               |         |               |  |              |        |         |  |  |        |         |  |  |         |         |  |  |     |     | 
|--------------------------- | --------------------------- | ---- | ---- | ------------------- |  | ---------------------- | ------- | ------------------ |  | ------------- | ------- | ------------- |  | ------------ | ------ | ------- |  |  | ------ | ------- |  |  | ------- | ------- |  |  | --- | --- | 
|                            |                             |      |      |                     |  |                        |         |                    |  |               |         |              
|                            |                             |      |      |                     |  | Long-Term Compensation |         |                   
|                            |                             |      |      | Annual Compensation |  |                        |         |                   
|                            |                             |      |      |                     |  |                        |         | ($)                |  |              
|                            |                             |      |      |                     |  | ($)                    |         | Securities         |  | Restricted    |         | ($)          
|                            |                             |      |      | ($)                 |  | ($)                    |         | Other Annual       |  | under Options |         | Shares        |  | All Other   
|Name and Principal Position |                             | Year |      | Salary              |  | Bonus                  |         | Compensation(2)(4) |  | Granted(5)    |         | Granted(3)(5) |  | Compensation
|                            |                             |      |      |                     |  |                        |         |                    |  |               |         |               |  |             
|Brian J. Kennedy            |                             |      | 2002 |                     |  |                        | 409,500 |                    |  |               | 350,000 |               |  |              | 11,000 |         |  |  | 46,700 |         |  |  | 482,050 |         |  |  | nil |    
|                            | President and Chief         |      |      | 2001                |  |                        |         | 375,000            |  |               |         | 292,348       |  |              |        | 10,500  |  |  |        | 103,700 |  |  |         | 567,440 |  |  |     | nil | 
|                            | Executive Officer           |      |      | 2000                |  |                        |         | 312,374            |  |               |         | 214,757       |  |              |        | 10,500  |  |  |        | 199,900 |  |  |         | 920,563 |  |  |     | nil | 
|Edward H. Colt(2)           |                             |      | 2002 |                     |  |                        | 234,439 |                    |  |               | 150,472 |               |  |              | 11,000 |         |  |  | 20,200 |         |  |  | 209,250 |         |  |  | nil |    
|                            | Executive Vice President    |      |      | 2001                |  |                        |         | 200,000            |  |               |         | 128,267       |  |              |        | 10,000  |  |  |        | 43,400  |  |  |         | 237,800 |  |  |     | nil | 
|                            |                             |      |      | 2000                |  |                        |         | 174,528            |  |               |         | 100,808       |  |              |        | 9,308   |  |  |        | 76,400  |  |  |         | 352,000 |  |  |     | nil | 
|Gonzalo F. Tufino(2)        |                             |      | 2002 |                     |  |                        | 174,300 |                    |  |               | 115,000 |               |  |              | 8,715  |         |  |  | 14,100 |         |  |  | 145,700 |         |  |  | nil |    
|                            | Vice President, Development |      |      | 2001                |  |                        |         | 166,000            |  |               |         | 96,891        |  |              |        | 3,583   |  |  |        | 32,700  |  |  |         | 178,760 |  |  |     | nil | 
|                            |                             |      |      | 2000                |  |                        |         | 143,000            |  |               |         | 74,360        |  |              |        | 111,494 |  |  |        | 62,600  |  |  |         | 288,750 |  |  |     | nil | 
|Edgar A. Smith(2)           |                             |      | 2002 |                     |  |                        | 155,400 |                    |  |               | 105,000 |               |  |              | 41,958 |         |  |  | 13,100 |         |  |  | 134,850 |         |  |  | nil |    
|                            | Vice President & General    |      |      | 2001                |  |                        |         | 148,000            |  |               |         | 91,184        |  |              |        | 43,821  |  |  |        | 31,400  |  |  |         | 171,380 |  |  |     | nil | 
|                            | Manager, El Peñón           |      |      | 2000                |  |                        |         | 140,010            |  |               |         | 84,142        |  |              |        | 51,891  |  |  |        | 61,700  |  |  |         | 284,625 |  |  |     | nil | 
|Wayne M. Hubert             |                             |      | 2002 |                     |  |                        | 152,250 |                    |  |               | 95,430  |               |  |              | 7,613  |         |  |  | 12,900 |         |  |  | 133,300 |         |  |  | nil |    
|                            | Vice President, Corporate   |      |      | 2001                |  |                        |         | 145,000            |  |               |         | 61,876        |  |              |        | 10,500  |  |  |        | 30,000  |  |  |         | 190,159 |  |  |     | nil | 
|                            | Development & Investor      |      |      | 2000                |  |                        |         | 110,880            |  |               |         | 32,377        |  |              |        | 8,316   |  |  |        | 24,300  |  |  |         | 101,875 |  |  |     | nil | 
|                            | Relations                   |      |      |                     |  |                        |         |                    |  |               |         |               |  |              |        |         |  |  |        |         |  |  |         |         |  |  |     |     | 



---

Notes:



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | All figures, other than numbers of options
    granted, are expressed in U.S. dollars.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|(2) | Consists of matching payments to a 401(k) Thrift
    Plan established by a subsidiary of the Corporation. Excludes
    any perquisites and other benefits not greater than the lesser
    of Cdn. $50,000 and 10% of the Named Executive
    Officers total annual salary and bonus. In the case of
    Mr. Tufino (2000) and Mr. Smith (2000, 2001 and
    2002), it also includes premiums associated with expatriate
    agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|(3) | Stated in terms of the dollar value (net of
    consideration paid by the Named Executive Officers) of
    Restricted Shares (calculated by multiplying the closing market
    price of the Corporations unrestricted shares on the date
    of grant by the number of Restricted Shares awarded). At the end
    of the most recently completed financial year, the total number
    and value of the aggregate holdings of Restricted Shares,
    calculated in accordance with the foregoing is 84,000 and
    $1,302,000 respectively, of which 71,300 and $1,105,150 were
    granted to the Named Executive Officers. All of these Restricted
    Shares vest in whole or in part in less than three
    (3) years and the vesting schedule is as follows: a third
    vested at each of the first, second and third anniversaries. No
    dividends or dividend equivalents were declared payable during
    the most recently completed financial year on the Restricted
    Shares disclosed.
|   
|(4) | Any amount of salary or bonus earned in any
    covered year that was foregone at the election of the Named
    Executive Officer under a program of the Corporation under which
    stock, stock-based or other forms of non-cash compensation may
    be received in lieu of a portion of annual compensation is
    reflected in the appropriate column of the table corresponding
    to the relevant year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|(5) | None of the securities under Options Granted or
    Restricted Shares carry a right to receive dividends of a
    preferential or above-market rate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   



---



##### 



8

Long-Term Incentive Plan

There were no awards or payouts to the Named
Executive Officers during the financial year ended
December 31, 2002 under any arrangements of the
Corporation, which would constitute a long-term incentive plan.

Grants of Options/ Restricted Shares

The following table provides information
concerning grants of stock options and restricted shares under
the Corporations Share Incentive Plan (as such term is
determined under the section entitled Amendments to Share
Incentive Plan) to the Named Executive Officers during the
financial year ended December 31, 2002.

|                  |  |               |        |       |  |            |      |                   |  |           |               |         |  |       |       |          |  |  |       |  |  |  |        |  |  |  |      |   |  |  |       | 
|----------------- |  | ------------- | ------ | ----- |  | ---------- | ---- | ----------------- |  | --------- | ------------- | ------- |  | ----- | ----- | -------- |  |  | ----- |  |  |  | ------ |  |  |  | ---- | - |  |  | ----- | 
|                  |  |               |        |       |  |            |      |                   |  |           |               |        
|                  |  |               |        |       |  |            |      | Restricted Shares
|                  |  | Stock Options |        |       |  |            |      |                  
|                  |  |               |        | ($)   |  | ($) Value  |      |                   |  | ($) Value
|                  |  | #             |        | % of  |  | Expiration |      | Exercise          |  | at Grant  |               | #       |  | % of  |       | at Grant
|Name              |  | Granted       |        | Total |  | Date       |      | Price(1)          |  | Date      |               | Granted |  | Total |       | Date(2) 
|                  |  |               |        |       |  |            |      |                   |  |           |               |         |  |       |       |         
|Brian J. Kennedy  |  |               | 46,700 |       |  |            | 24.6 | %                 |  |           | July 22, 2012 |         |  |       | 17.00 |          |  |  | 15.50 |  |  |  | 31,100 |  |  |  | 37.0 | % |  |  | 17.00 | 
|Edward H. Colt    |  |               | 20,200 |       |  |            | 10.6 | %                 |  |           | July 22, 2012 |         |  |       | 17.00 |          |  |  | 15.50 |  |  |  | 13,500 |  |  |  | 16.1 | % |  |  | 17.00 | 
|Gonzalo F. Tufino |  |               | 14,100 |       |  |            | 7.4  | %                 |  |           | July 22, 2012 |         |  |       | 17.00 |          |  |  | 15.50 |  |  |  | 9,400  |  |  |  | 11.2 | % |  |  | 17.00 | 
|Edgar A. Smith    |  |               | 13,100 |       |  |            | 6.9  | %                 |  |           | July 22, 2012 |         |  |       | 17.00 |          |  |  | 15.50 |  |  |  | 8,700  |  |  |  | 10.3 | % |  |  | 17.00 | 
|Wayne M. Hubert   |  |               | 12,900 |       |  |            | 6.8  | %                 |  |           | July 22, 2012 |         |  |       | 17.00 |          |  |  | 15.50 |  |  |  | 8,600  |  |  |  | 10.2 | % |  |  | 17.00 | 



---

Notes



|    |                                                                                                                                                                                                                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Exercise Price and Value per security are
    expressed in U.S. dollars. All exercise prices are the
    closing price of the Common Shares of the Corporation on the New
    York Stock Exchange on the trading day prior to the grant.
|   
|(2) | This figure is the closing price per Common Share
    of the Corporation on the New York Stock Exchange on the trading
    day prior to the grant.                                                                                      

Option Exercises and Year-End Option
Values

The following table provides information
concerning: (a) options exercised by any Named Executive
Officer during the financial year ended December 31, 2002;
and (b) the number and the value at December 31, 2002
of unexercised options held by the Named Executive Officers. In
the table, exercisable options are those for which
the vesting period or conditions, if any, have been met, and
in the money options are those where the exercise
price was less than the market price of the Common Shares at the
close of business on December 31, 2002.

|                  |  |                   |         |                     |  |                         |         |             |  |             |         |             |  |  |         |  |  |  |            |  |  |  |           | 
|----------------- |  | ----------------- | ------- | ------------------- |  | ----------------------- | ------- | ----------- |  | ----------- | ------- | ----------- |  |  | ------- |  |  |  | ---------- |  |  |  | --------- | 
|                  |  |                   |         |                     |  |                         |         |             |  |            
|                  |  |                   |         |                     |  | Value of Unexercised   
|                  |  | Options Exercised |         | Unexercised Options |  | In-the-money Options(1)
|                  |  |                   |         |                     |  |                        
|                  |  | Securities        |         | ($) Aggregate       |  |                         |         | Not         |  | ($)         |         | ($) Not    
|Name              |  | Acquired          |         | Value(1)            |  | Exercisable             |         | Exercisable |  | Exercisable |         | Exercisable
|                  |  |                   |         |                     |  |                         |         |             |  |             |         |            
|Brian J. Kennedy  |  |                   | 150,000 |                     |  |                         | 541,830 |             |  |             | 663,082 |             |  |  | 182,468 |  |  |  | 11,690,135 |  |  |  | 3,216,911 | 
|Edward H. Colt    |  |                   | 118,300 |                     |  |                         | 522,038 |             |  |             | 153,299 |             |  |  | 74,601  |  |  |  | 2,702,661  |  |  |  | 1,315,216 | 
|Gonzalo F. Tufino |  |                   | 83,817  |                     |  |                         | 452,928 |             |  |             | 51,100  |             |  |  | 56,767  |  |  |  | 900,893    |  |  |  | 1,000,802 | 
|Edgar A. Smith    |  |                   | 31,734  |                     |  |                         | 119,003 |             |  |             | 132,149 |             |  |  | 54,601  |  |  |  | 2,329,787  |  |  |  | 962,616   | 
|Wayne M. Hubert   |  |                   | 50,750  |                     |  |                         | 224,422 |             |  |             | 41,899  |             |  |  | 41,001  |  |  |  | 738,679    |  |  |  | 722,848   | 



---

Note



|    |                                                                   
|--- | ------------------------------------------------------------------
|(1) | All figures relating to value are
    expressed in U.S. dollars.



---



##### 



9

Pension Plans

The Named Executive Officers are participants in
a defined benefit pension plan of Meridian Gold Company, the
Corporations principal operating subsidiary. The following
table provides information concerning the total annual
retirement benefit payable under these arrangements at
retirement (normally age 65).

|                  |  |                     |         |    |  |    |         |    |  |    |         |  |  |   |         |  |  |   |         | 
|----------------- |  | ------------------- | ------- | -- |  | -- | ------- | -- |  | -- | ------- |  |  | - | ------- |  |  | - | ------- | 
|                  |  |                    
|                  |  | Years of Service(1)
|                  |  |                    
|Final Earnings(1) |  | 10                  |         | 15 |  | 20 |         | 25 |  | 30
|                  |  |                     |         |    |  |    |         |    |  |   
|$100,000          |  | $                   | 12,802  |    |  | $  | 19,202  |    |  | $  | 25,603  |  |  | $ | 32,004  |  |  | $ | 38,405  | 
|150,000           |  |                     | 20,302  |    |  |    | 30,452  |    |  |    | 40,603  |  |  |   | 50,754  |  |  |   | 60,905  | 
|200,000           |  |                     | 27,802  |    |  |    | 41,702  |    |  |    | 55,603  |  |  |   | 69,504  |  |  |   | 83,405  | 
|250,000           |  |                     | 35,302  |    |  |    | 52,952  |    |  |    | 70,603  |  |  |   | 88,254  |  |  |   | 105,905 | 
|300,000           |  |                     | 42,802  |    |  |    | 64,202  |    |  |    | 85,603  |  |  |   | 107,004 |  |  |   | 128,405 | 
|400,000           |  |                     | 57,802  |    |  |    | 86,702  |    |  |    | 115,603 |  |  |   | 144,504 |  |  |   | 173,405 | 
|500,000           |  |                     | 72,802  |    |  |    | 109,202 |    |  |    | 145,603 |  |  |   | 182,004 |  |  |   | 218,405 | 
|600,000           |  |                     | 87,802  |    |  |    | 131,702 |    |  |    | 175,603 |  |  |   | 219,504 |  |  |   | 263,405 | 
|700,000           |  |                     | 102,802 |    |  |    | 154,202 |    |  |    | 205,603 |  |  |   | 257,004 |  |  |   | 308,405 | 
|800,000           |  |                     | 117,802 |    |  |    | 176,702 |    |  |    | 235,603 |  |  |   | 294,504 |  |  |   | 353,405 | 



---

Note



|    |                                           
|--- | ------------------------------------------
|(1) | All figures are expressed in U.S. dollars.

Compensation covered by this plan includes only
the remuneration appearing in the Salary and
Bonus columns in the Summary Compensation Table.
Benefits are not subject to any deduction for social security or
other offset amounts. The Named Executive Officers have the
following number of years of service credited: Mr. Kennedy,
29, Mr. Colt, 17, Mr. Hubert, 10, Mr. Tufino, 5,
and Mr. Smith, 4. Credited years of service, in the case of
Messers. Colt, Kennedy and Hubert include service with FMC
Gold Company, the Corporations predecessor.

Employment Contracts

Each of the Named Executive Officers has entered
into an employment contract with the Corporation or Meridian
Gold Company. Each of these contracts has a term of three to
five years, with renewal for up to five years at the option of
the Company and Named Executive Officers. Compensation is
comprised of base salary, bonus and stock options, generally at
the discretion of the Board of Directors of the Corporation,
together with certain benefits. The employment contracts also
provide for certain payments to the employee upon certain
defined events of termination of employment (including
termination or a change of responsibility after a change of
control of the Corporation). These payments range from
18 months to 36 months of the employees regular
monthly compensation.

Composition of the Compensation
Committee

In 2002, the Compensation Committee of the
Corporation performed the functions of determining compensation
of the Corporations executive officers, including the
Named Executive Officers. In 2002, the Compensation Committee
was comprised of David S. Robertson, Malcolm W. MacNaught, and
Christopher R. Lattanzi. The report of the Compensation
Committee on these matters is set forth below.

As noted elsewhere above, Brian J. Kennedy, one
of the directors, is President and Chief Executive Officer.
Mr. Kennedy always absented himself from the voting of the
Board of Directors, which related to his compensation and did
not participate in the Board of Directors determinations
in respect of his compensation. None of the other members of the
Board of Directors of the Corporation are or were officers or
employees of the Corporation or its subsidiaries (with the
exception of the Chairman of the Board of Directors, who is
deemed to be an officer of the Corporation).



---



##### 



10

Report on Executive Compensation



| |                        
| | -----------------------
| | Compensation Philosophy

The Corporations principal goal is to
create value for its shareholders. The Corporation believes that
directors, officers and employees should have their benefits
aligned with both the short and long term interests of the
shareholders.

The compensation of the Corporations
executive officers is comprised of three components: base
salary, annual cash bonus, and long-term incentive in the form
of stock options. It is structured to be competitive with a
select group of comparative North American gold mining
companies. A portion of the annual cash bonus is directly
related to the overall performance of the Corporation with
respect to relative share price performance, cost factors and
reserve/ resource expansion.

Cash bonuses and stock options are directly
related to company performance and the individuals
contribution. The Corporation strongly believes that annual
incentives and stock options play an important role in
increasing shareholder value.



| |            
| | -----------
| | Base Salary

To ensure that the Corporation is capable of
attracting, motivating and retaining individuals with
exceptional executive skills, cash compensation is reviewed and
adjusted annually, based primarily on individual and corporate
performance, as well as compensation practices of similar gold
mining companies.

The Board of Directors approved salaries and a
bonus plan (the Bonus Plan) for the
Corporations executives for 1999 and subsequent years,
based on the Board of Directors own determination and
discussion, a report commissioned in 1998 by an independent
consultant and the recommendations of management and the
Compensation Committee of the Board of Directors (which
recommendations were endorsed by the Board of Directors), which
were in turn based on enumerated and weighted objectives for
each. In all such cases, Mr. Kennedy absented himself from
the Board of Directors determinations of compensation of
the Corporations President and Chief Executive Officer.



| |                                        
| | ---------------------------------------
| | Stock Options and Restricted
    Shares

The purpose of the Corporations stock
option and restricted shares plan is to develop the interest and
incentive of eligible employees, officers and directors in the
Corporations growth and development by giving an
opportunity to purchase Common Shares on a favorable basis,
thereby advancing the interests of the Corporation, enhancing
the value of the Common Shares for the benefit of all
shareholders and increasing the ability of the Corporation to
attract and retain skilled and motivated individuals.

Stock options and restricted shares are granted
in accordance with the stock option plan approved by the
shareholders at not less than the closing price of the Common
Shares on the business day immediately prior to the date of
grant.



| |                                          
| | -----------------------------------------
| | President and Chief Executive
    Officer

The Compensation Committee and the Board of
Directors continue to be of the view that Mr. Kennedy
provides the leadership that permitted the Corporation to
prosper in 2002 and in making their compensation decision they
considered other factors, including his contribution to the
business performance and anticipated future performance of the
Corporation.

The overall performance of the Corporation with
respect to relative share price performance, cost factors and
resource/reserve expansion is the determinate of 75 percent
of the variable compensation of the President and CEO. An
additional 25 percent of the variable compensation of the
President and CEO is based on achievement of specific objectives
agreed upon by the Board of Directors on an annual basis and
personal contribution as determined by the Compensation
Committee.



---



##### 



11

In consideration of Mr. Kennedys
contribution to the Corporation, Mr. Kennedy received a
salary of $409,500, was awarded a cash bonus of $350,000,
received options to purchase 46,700 Common Shares, and was
granted 31,100 Restricted Common Shares, which will fully vest
three (3) years from the grant date.

The Compensation Committee has also approved
those executive officers of the Corporation and its subsidiaries
that will be eligible to participate in the Bonus Plan in 2003,
together with enumerated and weighted objectives for each of
these executive officers for 2003. Each of these sets of
objectives includes a component of the Corporations share
performance, which will be calculated by comparing the trading
prices of the Corporations Common Shares against a
weighted basket of shares of a list of comparable companies.

Going forward, the Compensation Committee and, as
appropriate, the Board of Directors, will address other issues
relating to executive compensation, including the relative
emphasis on the components of executive compensation, including
compensation for the Corporations President and Chief
Executive Officer.

Performance Graph

The following graph charts performance of an
investment in the Common Shares of the Corporation against the
S&P/TSX Composite Index and the TSX Gold and Precious
Metals Sub-Index, assuming an investment of $100 on
December 31, 1997. The Corporation paid no dividends during
this period.

(PERFORMANCE GRAPH)



|    |                                                                     
|--- | --------------------------------------------------------------------
|(1) | In 2002, the S&P/TSX Composite Index replaced
    the TSX 300 Index.



| |                          
| | -------------------------
| | Compensation of Directors

The non-executive Chairman of the Board of
Directors receives an annual retainer of U.S.$50,000; other
directors of the Corporation who are not employees of the
Corporation or its affiliates receive an annual retainer of
U.S.$20,000, plus an additional U.S.$2,500 for each committee
for which such director serves as chairman. All directors of the
Corporation receive a fee of (a) U.S.$1,000 for attending
in person each meeting of the Board of Directors or a committee
thereof, and (b) U.S.$500, which amount may be adjusted at
the discretion of the Chairman of the Corporation or Committee,
as applicable, (but shall not exceed U.S.$1,000), for
participation at each meeting of the Board of Directors or a
Committee held by telephone conference, plus reimbursement of
expenses in each case. Directors are also eligible to receive
grants under the Corporations Share Incentive Plan (as
defined in this Circular under the section Amendment to
Share Incentive Plan). The aggregate compensation paid to
the Board of Directors during 2002 was U.S.$174,541.67. In 2002,
each of the following directors was granted the option to
purchase 1,900 Common Shares of the Corporation:
Mr. Eckersley, Mr. Lattanzi, Mr. MacNaught, and
Mr. Renzoni. Also in 2002, Mr. Robertson was granted
the option to purchase 3,800 Common Shares of the Corporation.



---



##### 



12

Directors and Officers
Insurance

The Corporation maintains directors and
officers liability insurance for the benefit of the
directors and officers of the Corporation and certain
subsidiaries. The current annual policy limit is
U.S.$40,000,000. Protection is provided to directors and
officers for wrongful acts or omissions done or committed during
the course of their duties as such. Under the insurance
coverage, the Corporation is reimbursed for payments, which it
is required or permitted to make to its directors and officers
to indemnify them, subject to a deductible of U.S.$250,000 per
loss. Individual directors and officers are reimbursed for
losses incurred in their capacities as such, which are not
subject to a deductible. The annual premium for the period
January 1, 2002 to December 31, 2002 was U.S.$217,782,
all of which was paid by the Corporation.

INDEBTEDNESS OF DIRECTORS AND
OFFICERS

None of the directors or officers of the
Corporation, nor any proposed nominees for election as
directors, or any associate or affiliate of any such person, is
or has been indebted to the Corporation or any of its
subsidiaries at any time since January 1, 2002, or is or
has been indebted to another entity since January 1, 2002,
where the indebtedness to such other entity is or was the
subject of a guarantee, support agreement, letter of credit or
other similar arrangement or understanding provided by the
Corporation of any of its subsidiaries. This excludes any
indebtedness of the directors or officers to the Corporation for
amounts owing to purchases subject to usual trade terms, for
ordinary travel and expense advances, and for other transactions
in the ordinary course of business.

INTERESTS IN MATERIAL TRANSACTIONS

None of the directors or officers of the
Corporation, nor any proposed nominees for election as
directors, nor any associate or affiliate of any such person,
had any direct or indirect material interest, since
January 1, 2002, in respect of any matter that has
materially affected or will materially affect the Corporation or
any of its subsidiaries.

APPOINTMENT OF AUDITORS

Unless otherwise instructed, the persons named in
the enclosed form of proxy intend to vote such proxy in favor of
the reappointment of KPMG LLP as auditors of the Corporation to
hold office until the next annual meeting of shareholders and
the authorization of the Board of Directors to fix their
remuneration. KPMG LLP has been an auditor of the Corporation
since July 1996.

Representatives of KPMG LLP will attend the
Meeting, will have the opportunity to make a statement if they
desire to do so, and will respond to any appropriate questions.

During the period January 1, 2002 to
December 31, 2002 the Corporation paid KPMG LLP $444,904
and $504,300 for audit and tax services, respectively.

The Board of Directors recommends that
shareholders vote in favor of the appointment of KPMG LLP as
auditors of the Corporation.

PARTICULARS OF MATTERS TO BE ACTED
UPON

Replacement of By-Law No. 1

The Corporation is governed by the Canadian
Business Corporations Act (the CBCA). The CBCA has
been recently amended to be more consistent with current
business practice, to clarify uncertainties and to implement
technical changes.

The Board of Directors has replaced By-Law
No. 1 to reflect the CBCA amendments in its general by-law.
The new By-Law No. 1 (the New By-Law
No. 1) took effect on February 21, 2003, the
date of the



---



##### 



13

directors resolution adopting New By-Law
No. 1, but will cease to be effective unless confirmed at
the Meeting by an ordinary resolution of the shareholders.


New By-Law No. 1 is reproduced as
Schedule A to this Circular. The most
significant changes in the CBCA, which have been adopted in New
By-Law No. 1, are discussed below, but shareholders are
urged to read New By-Law No. 1 in its entirety.

The CBCA, subject to certain exceptions that do
not apply to the Corporation, now requires that only 25% of the
directors be resident Canadians and if there are fewer than four
directors only one must be a resident Canadian. The CBCA no
longer requires committees of the board to have any resident
Canadian directors.

The CBCA now permits the delivery of proxy
materials and certain other information, the holding of entire
shareholders meetings and the participation and voting at
meetings by shareholders, all by electronic means. Subject to
applicable securities legislation, it is now the option of a
corporation to satisfy, by electronic means, its obligations to
deliver documents to shareholders who elect to utilize this
means of communication.

The CBCA, as amended, permits a corporation to
indemnify a director or officer, or a person acting in a similar
capacity, of any body corporate, partnership, a trust or joint
venture or other entity and no longer requires that the
corporation have a shareholding or other financial interest in
that entity. The CBCA, as amended, expressly allows a
corporation to advance funds to a director or officer to defray
the costs and expenses of that individuals involvement in
proceedings pending final adjudication. Advances must be repaid
by the director or officer receiving them if it is determined,
in the case of civil proceedings that he or she did not have
good reason to believe that his or her conduct was in compliance
with the CBCA. The CBCA allows indemnification of directors and
officers involved in investigative proceedings and it is
sufficient grounds to indemnify them if the authority conducting
the proceeding determines that the director or officer did not
commit a fault or omit to do anything that he or she ought to
have done.

The shareholders are being asked to consider and
vote upon an ordinary resolution confirming the above-mentioned
New By-Law No. 1. Accordingly, the shareholders will be
asked at the Meeting to pass an ordinary resolution in the
following terms:



| |                                                                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | RESOLVED, as an ordinary resolution, that
    By-Law No. 1 of the Corporation, being the by-law relating
    generally to the conduct of the affairs of the Corporation is
    repealed and New By-Law No. 1, which was approved by the
    Board of Directors, is hereby confirmed as By-Law No. 1 of
    the Corporation.

It is intended to vote the Common Shares
represented by the proxies solicited by management in respect of
the Meeting for the repeal of By-Law No. 1 and approval and
confirmation of New By-Law No. 1.

The Board of Directors unanimously recommends
that shareholders vote in favor of repealing By-Law No. 1
and approving and confirming New By-Law No. 1.

GENERAL

The information contained in this Circular is
given as of March 24, 2003 and is expressed in United
States dollars, except as otherwise indicated.

Management knows of no matters to come before the
Meeting other than the matters referred to in the Notice of
Meeting. If any matters, which are not known, should properly
come before the Meeting, proxies will be voted on matters in
accordance with the best judgment of the person voting.

The Corporations 2002 Annual Report is
being mailed to shareholders with the Notice of Meeting and this
Circular. The Corporation will provide to any person, upon
written request, a copy of the Corporations latest Annual
Information Form (AIF), any documents incorporated
in the AIF by reference, interim financial statements for
periods after December 31, 2002 (when available), as well
as a copy of this Circular. Written requests for these documents
should be addressed to Investor Relations, Meridian Gold Inc.,
9670 Gateway Drive, Suite 200, Reno, Nevada, U.S.A.
89521-3952. If the person requesting the documents is not a
shareholder, he or she may be required to pay a reasonable
charge for the document.



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14

The Corporations registered office is
located at Suite 3900, 1st Canadian Place, 100 King
St. West, Toronto, Ontario, Canada M5X 1B2.

DIRECTORS APPROVAL

The contents and sending of this Circular have
been approved by the Board of Directors of the Corporation and a
copy of this Circular has been sent to each director, each
shareholder and KPMG LLP as auditor of the Corporation.



| |                   
| | ------------------
| | -s- Edward H. Colt
| | Edward H. Colt    
| | Secretary         

Reno, Nevada, April 11, 2003



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##### 





SCHEDULE A

MERIDIAN GOLD INC.

BY-LAW NO. 1

A by-law relating generally to the conduct of the
affairs of the Corporation.


INTERPRETATION

1.     Interpretation

In this by-law and all other by-laws of the
Corporation, unless the context otherwise specifies or requires:



| |                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Act means the Canada
    Business Corporations Act, R.S.C. 1985, c. C-44 as from
    time to time amended and every statute that may be substituted
    therefor and, in the case of such substitution, any references
    in the by-laws of the Corporation to provisions of the Act shall
    be read as references to the substituted provisions therefor in
    the new statute or statutes;
|
| | (b) Regulations means the
    Regulations under the Act as published or from time to time
    amended and every regulation that may be substituted therefore
    and, in the case of such substitution, any references in the
    by-laws of the Corporation to provisions of the Regulations
    shall be read as references to the substituted provisions
    therefor in the new regulations;    
|
| | (c) by-law means any by-law of
    the Corporation from time to time in force and effect;                                                                                                                                                                                                                                                                                                           
|
| | (d) all terms which are contained in the
    by-laws and which are defined in the Act or the Regulations
    shall have the meanings given to such terms in the Act or the
    Regulations;                                                                                                                                                                                                           
|
| | (e) words importing the singular number only
    shall include the plural and vice versa and words importing a
    specific gender shall include the other genders; and                                                                                                                                                                                                                               
|
| | (f) the headings used in the by-laws are
    inserted for reference purposes only are not to be considered or
    taken into account in construing the terms or provisions thereof
    or to be deemed in any way to clarify, modify or explain the
    effect of any such terms or provisions.                                                                                                       

REGISTERED OFFICE AND SEAL

2.     (a) Registered
Office

The registered office of the Corporation shall be
in the province in Canada specified in its articles. The
directors may change the place and address of the registered
office within such province from time to time.

2.     (b) Seal

The Corporation may, but need not, adopt a
corporate seal, and may change a corporate seal that is adopted.
Any corporate seal adopted for the Corporation shall be such as
the board of directors may by resolution from time to time
approve.

DIRECTORS

3.     Number and
Duties

Subject to any unanimous shareholder agreement,
the directors shall manage, or supervise the management of, the
business and affairs of the Corporation. The board of directors
shall consist of the number of directors set out in the articles
of the Corporation or, where a minimum and maximum number is
provided for in the articles, such number of directors as shall
be determined from time to time by ordinary resolution of the
shareholders or if the resolution of the shareholders empowers
the directors to determine such number, then by resolution of
the directors. Subject to the Act, at least twenty-five per cent
of the directors shall be resident Canadians. However, subject
to the Act, if the Corporation has less than four directors, at
least one director shall be a resident Canadian. If the
Corporation is a distributing corporation and any of its
securities remain



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##### 



S-2

outstanding and are held by more than one person,
at least a majority of the directors shall not be officers or
employees of the Corporation or any affiliate of the Corporation
or have a material relationship with the Corporation.


4.     Term of
Office

A directors term of office (subject to
(a) the provisions of the articles of the Corporation;
(b) the provisions of the Act; (c) any unanimous
shareholder agreement; and (d) any expressly stated term of
office) shall be from the date on which the director is elected
or appointed until the annual meeting next following.

5.     Vacation of
Office

A director of the Corporation ceases to hold
office when the director: (a) becomes bankrupt; (b) is
found to be of unsound mind by a court in Canada or elsewhere;
(c) by notice in writing to the Corporation, resigns, which
resignation shall be effective at the time it is received by the
Corporation or at the time specified in the notice, whichever is
later; (d) dies; or (e) is removed from office by the
shareholders in accordance with paragraph 6.

6.     Election and
Removal

Subject to the Act, the shareholders of the
Corporation shall elect, at each succeeding annual meeting of
shareholders at which an election of directors is required,
directors to hold office for a term expiring not later than the
close of the first annual meeting of shareholders following the
election. A director not elected for an expressly stated term
ceases to hold office at the close of the first annual meeting
of shareholders following the directors election, but, if
qualified, is eligible for re-election. If directors are not
elected at a meeting of shareholders, the incumbent directors
continue in office until their successors are elected. Provided
always that, subject to the Act, the shareholders of the
Corporation may, by ordinary resolution passed at a special
meeting of shareholders, remove any director or directors from
office and a vacancy created by the removal of a director may be
filled at the meeting of the shareholders at which the director
is removed.

7.     Committees of
Directors

The directors may appoint from among their number
a committee or committees and subject to the Act may delegate to
any such committee any of the powers of the directors. Subject
to the by-laws and any resolution of the board of directors, any
committee of directors may meet for the transaction of business,
adjourn and otherwise regulate its meetings as it sees fit and
may from time to time adopt, amend or repeal rules or procedures
in this regard. Subject to the Act, except to the extent
otherwise determined by the board of directors or, failing such
determination, as determined by such committee of directors, the
provisions of paragraphs 9 to 17, inclusive, shall apply,
mutatis mutandis, to such committee.

8.     Audit
Committee

If any of the issued and outstanding securities
of the Corporation are part of a distribution to the public, the
board of directors shall elect annually from among their number
an audit committee to be composed of not fewer than three
directors, none of whom are officers or employees of the
Corporation or any of its affiliates. Each member of the audit
committee shall serve during the pleasure of the board of
directors and, in any event, only so long as he shall be a
director. The directors may fill vacancies in the audit
committee by election from among their number. The audit
committee shall have the power to fix its quorum at not less
than a majority of its members and to determine its own rules of
procedure subject to any regulations imposed by the board of
directors from time to time and to the following provision. The
auditor of the Corporation is entitled to receive notice of
every meeting of the audit committee and, at the expense of the
Corporation, to attend and be heard thereat; and, if so
requested by a member of the audit committee, shall attend every
meeting of the committee held during the term of office of the
auditor. The auditor of the Corporation or any member of the
audit committee may call a meeting of the committee. The audit
committee shall review the financial statements of the
Corporation prior to the approval thereof by the board of
directors and shall have such other powers and duties as may
from time to time by resolution be assigned to it by the board.



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S-3

MEETINGS OF DIRECTORS

9.     Place of
Meeting

Meetings of the directors may be held at the
registered office of the Corporation or at any other place
within or outside Canada.

10.     Notice

A meeting of directors may be convened by the
Chair of the Board, the Vice-Chair, the President or any two
directors at any time, and the Secretary, when directed or
authorized by any of such officers or any two directors, shall
convene a meeting of directors. The notice of any meeting
convened as aforesaid need not specify the purpose of or the
business to be transacted at the meeting, except for any of the
matters set out in Section 115(3) of the Act.

Notice of any such meeting shall be served in the
manner specified in paragraphs 55 or 65 of this by-law not
less than two days (exclusive of the day on which the notice is
delivered or sent but inclusive of the day for which notice is
given) before the meeting is to take place; provided always that
a director may in any manner waive notice of a meeting of
directors (whether before or after such meeting) and attendance
of a director at a meeting of directors shall constitute a
waiver of notice of the meeting except where a director attends
a meeting for the express purpose of objecting to the
transaction of any business on the grounds that the meeting is
not lawfully called; provided further that meetings of directors
may be held at any time without notice if all the directors are
present (except where a director attends a meeting for the
express purpose of objecting to the transaction of any business
on the grounds that the meeting is not lawfully called) or if
all of the absent directors waive notice before or after the
date of such meeting.

If the first meeting of the directors following
the election of directors by the shareholders is held
immediately thereafter, then for such meeting or for a meeting
of the directors at which a director is appointed to fill a
vacancy in the board, no notice shall be necessary to such
elected or appointed directors or directors in order to legally
constitute the meeting, provided that a quorum of the directors
is present.

11.     Omission of
Notice

The accidental omission to give notice of any
meeting of directors to, or the non-receipt of any notice by,
any person shall not invalidate any resolution passed or any
proceeding taken at such meeting.

12.     Adjournment

Any meeting of directors may be adjourned from
time to time by the chair of the meeting to a fixed time and
place. Notice of any adjourned meeting of directors is not
required to be given if the time and place of the adjourned
meeting is announced at the original meeting. Any adjourned
meeting shall be duly constituted if held in accordance with the
terms of the adjournment and a quorum is present thereat. The
directors who formed a quorum at the original meeting are not
required to form the quorum at the adjourned meeting. If there
is no quorum present at the adjourned meeting, the original
meeting shall be deemed to have terminated forthwith after its
adjournment. Any business may be brought before or dealt with at
any adjourned meeting, which might have been brought before or
dealt with at the original meeting in accordance with the notice
calling the same.

13.     Chair and
Secretary

The Chair of the Board, or in his absence, the
Vice-Chair of the Board, or in his absence, the President or, in
his absence, a Vice-President shall be chair of any meeting of
the board. If none of the said officers is present, the
directors present shall chose one of their number to be chair.
The Secretary of the Corporation shall act as secretary of any
meeting of the board and, if the Secretary of the Corporation is
absent, the chair of the meeting shall appoint a person who need
not be a director to act as secretary of the meeting.

14.     Quorum

A majority of the number of directors fixed under
paragraph 3 shall form a quorum for the transaction of
business and, notwithstanding any vacancy among the directors; a
quorum of directors may exercise all the



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##### 



S-4

powers of directors. No business shall be
transacted at a meeting of directors unless a quorum of the
board of directors is present and, except as otherwise permitted
or restricted by the Act, at least twenty-five per cent of the
directors present are resident Canadians or, if the Corporation
has less than four directors, at least one of the directors
present is a resident Canadian.


15.     Telephone
Participation

A director may, in accordance with the
Regulations, if any, and if all of the directors of the
Corporation consent, participate in a meeting of directors or of
a committee of directors by means of such telephonic, electronic
or other communication facility that permits all participants to
communicate adequately with each other during the meeting. A
director participating in such a meeting by such means is deemed
to be present at that meeting.

16.     Voting

Questions arising at any meeting of the board of
directors shall be decided by a majority of votes. In case of an
equality of votes the chair of the meeting in addition to his or
her original vote shall be entitled to a second or casting vote.

17.     Resolution in
Lieu of Meeting

Notwithstanding any of the provisions of this
by-law, but subject to the Act or any unanimous shareholder
agreement, a resolution in writing, signed by all of the
directors entitled to vote on that resolution at a meeting of
the directors is as valid as if it had been passed at a meeting
of the directors.

REMUNERATION OF DIRECTORS

18.     Remuneration
of Directors

The remuneration to be paid to the directors
shall be such as the board of directors shall from time to time
determine and such remuneration shall be in addition to the
salary paid to any officer or employee of the Corporation who is
also a member of the board of directors. The board of directors
may also award special remuneration to any director undertaking
any special services on the Corporations behalf other than
the routine work ordinarily required of a director by the
Corporation and the confirmation of any such resolution or
resolutions by the shareholders shall not be required. The
directors shall also be entitled to be paid their travelling and
other expenses properly incurred by them in connection with the
affairs of the Corporation.

SUBMISSION OF CONTRACTS OR

TRANSACTIONS TO SHAREHOLDERS FOR
APPROVAL




|    |                                                                         
|--- | ------------------------------------------------------------------------
|19. | Submission of Contracts or Transactions to
    Shareholders for Approval

The board of directors in its discretion may
submit any contract, act or transaction for approval or
ratification at any annual meeting of the shareholders or at any
special meeting of the shareholders called for the purpose of
considering the same and, subject to the provisions of the Act,
any such contract, act or transaction that shall be approved or
ratified or confirmed by a resolution passed by a majority of
the votes cast at any such meeting (unless any different or
additional requirement is imposed by the Act or by the
Corporations articles or any other by-law) shall be as
valid and as binding upon the Corporation and upon all the
shareholders as though it had been approved, ratified or
confirmed by every shareholder of the Corporation.

FOR THE PROTECTION OF DIRECTORS AND
OFFICERS

20.     Conflict of
Interest

In supplement of and not by way of limitation
upon any rights conferred upon directors and officers by the
Act, no director or officer shall be disqualified by his or her
office from, or vacate his or her office by reason of,



---



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S-5

holding any office or place of profit under the
Corporation or under any body corporate in which the Corporation
shall be a shareholder; nor shall any director or officer be
liable to account to the Corporation or any of its shareholders
or creditors for any profit arising from any such office or
place of profit; and, subject to the provisions the Act, no
contract or arrangement entered into by or on behalf of the
Corporation in which any director or officer shall be in any way
directly or indirectly interested shall be avoided or voidable
and no director or officer shall be liable to account to the
Corporation or any of its shareholders or creditors for any
profit realized by or from any such contract or arrangement by
reason of any fiduciary relationship.


A director or officer of the Corporation who is a
party to a material contract or transaction or proposed material
contract or transaction with the Corporation, or is a director
or an officer, or an individual acting in a similar capacity of,
or has a material interest in, any person who is a party to a
material contract or transaction or proposed material contract
or transaction with the Corporation shall disclose the nature
and extent of such interest at the time and in the manner
provided in the Act. Except as provided in the Act, no such
director of the Corporation shall vote on any resolution to
approve such contracts or transactions but each such director
may be counted to determine the presence of a quorum at the
meeting of directors where such vote is being taken.

21.     For the
Protection of Directors and Officers

Except as otherwise provided in the Act, no
director or officer for the time being of the Corporation shall
be liable for the acts, receipts, neglects or defaults of any
other director or officer or employee or for joining in any
receipt or act for conformity or for any loss, damage or expense
happening to the Corporation through the insufficiency or
deficiency of title to any property acquired by the Corporation
or for or on behalf of the Corporation or for the insufficiency
or deficiency of any security in or upon which any of the moneys
of or belonging to the Corporation shall be placed out or
invested or for any loss or damage arising from the bankruptcy,
insolvency or tortuous act of any person, including any person
with whom or which any moneys, securities or effects shall be
lodged or deposited or for any loss, conversion, misapplication
or misappropriation of or any damage resulting from any dealings
with any moneys, securities or other assets belonging to the
Corporation or for any other loss, damage or misfortune whatever
which may happen in the execution of the duties of his or her
respective office or trust or in relation thereto unless the
same shall happen by or through his or her failure to exercise
the powers and to discharge the duties of his office honestly
and in good faith with a view to the best interests of the
Corporation and in connection therewith to exercise the care,
diligence and skill that a reasonably prudent person would
exercise in comparable circumstances. The directors for the time
being of the Corporation shall not be under any duty or
responsibility in respect of any contract, act or transaction
whether or not made, done or entered into in the name or on
behalf of the Corporation, except such as shall have been
submitted to and authorized or approved by the board of
directors. If any director or officer of the Corporation shall
be employed by or shall perform services for the Corporation
otherwise than as a director or officer or shall have an
interest in a person which is employed by or performs services
for the Corporation, the fact of his or her being a shareholder,
director or officer of the Corporation shall not disentitle such
director or officer or such person, as the case may be, from
receiving proper remuneration for such services.

22.     Indemnities
to Directors and Officers

Subject to the provisions of Section 124 of
the Act, the Corporation shall indemnify a director or officer,
a former director or officer, or another individual who acts or
acted at the Corporations request as a director or
officer, or an individual acting in a similar capacity of
another entity, and such director or officers heirs and
legal representatives, against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a
judgment, reasonably incurred by the individual in respect of
any civil, criminal or administrative action or proceeding to
which the individual is involved because of that association
with the Corporation or other entity, if (a) the individual
acted honestly and in good faith with a view to the best
interests of the Corporation or, as the case may be, to the best
interests of the other entity for which the individual acted as
director or officer or in a similar capacity at the
Corporations request; and (b) in the case of a
criminal or administrative action or proceeding that is enforced
by a monetary penalty, the individual had reasonable grounds for
believing that the individuals conduct was lawful. The
Corporation shall also indemnify any such



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S-6

person in such other circumstances as the Act or
law permits or requires. Nothing in this by-law shall limit the
right of any person entitled to indemnity to claim indemnity
apart from the provisions of this by-law to the extent permitted
by the Act or law. The Corporation may also purchase insurance
for the benefit of any or all directors and/or officers or other
individuals referred to above against any such liability.


OFFICERS

23.     Appointments
Generally

The board of directors may annually or from time
to time appoint a Chair of the Board, a Vice-Chair of the Board,
a President, one or more Vice-Presidents, a Secretary, a
Treasurer, and such other officers as the board may determine.
Notwithstanding the foregoing, each incumbent officer shall
continue in office until the earliest of (a) the
officers resignation, which resignation shall be effective
at the time a written resignation is received by the Corporation
or at the time specified in the resignation, whichever is later,
(b) the appointment of the officers successor,
(c) the officer ceasing to be a director or resident
Canadian if such is a necessary qualification of the
officers appointment, (d) the meeting at which the
board of directors annually appoint the officers of the
Corporation, (e) the officers removal, and
(f) the officers death. A director may be appointed
to any office of the Corporation but none of the officers except
the Chair of the Board and the Vice-Chair of the Board, may but
need not be a member of the board of directors. Two or more of
such offices may be held by the same person. In case and
whenever the same person holds the offices of Secretary and
Treasurer he may but need not be known as the
Secretary-Treasurer. The board of directors may from time to
time appoint such other officers and agents as it shall deem
necessary who shall have such authority and shall perform such
duties as may from time to time be prescribed by the board of
directors. The board of directors may from time to time and
subject to the provisions of the Act, vary, add to or limit the
duties and powers of any officer.

24.     Remuneration
and Removal

The remuneration of all officers appointed by the
board of directors shall be determined from time to time by
resolution of the board of directors. The fact that any officer
or employee is a director or shareholder of the Corporation
shall not disqualify such officer or employee from receiving
such remuneration as may be determined. All officers, in the
absence of agreement to the contrary, shall be subject to
removal by resolution of the board of directors at any time,
with or without cause.

25.     Powers and
Duties

All officers shall sign such contracts, documents
or instruments in writing as require their respective signatures
and shall respectively have and perform all powers and duties
incident to their respective offices and such other powers and
duties respectively as may from time to time be assigned to them
by the board of directors.

26.     Duties May be
Delegated

In case of the absence or inability to act of any
officer of the Corporation or for any other reason that the
board of directors may deem sufficient, the board of directors
may delegate all or any of the powers of such officer to any
other officer or to any director for the time being.

27.     Vacancies

If the office of any officer of the Corporation
shall be or become vacant by reason of death, resignation, and
disqualification or otherwise, the board of directors may
appoint a person to fill such vacancy.

SHAREHOLDERS MEETINGS

28.     Annual
Meeting

Subject to the provisions of Section 133 of
the Act, the annual meeting of the shareholders shall be held on
such day in each year and at such time as the board of directors
may from time to time determine.



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S-7

29.     Special
Meetings

Special meetings of the shareholders may be
convened by order of the Chair of the Board, the Vice-Chair of
the Board, the President or a Vice-President or by the board of
directors at any date and time determined by the board or the
person calling the meeting.

30.     Place of
Meetings

Meetings of shareholders shall be held at any
place within Canada that the board of directors determine, or at
any place outside Canada if such place is specified in the
articles or all the shareholders entitled to vote at the meeting
agree that the meeting is to be held at that place. A
shareholder who attends a meeting of shareholders held outside
Canada is deemed to have agreed to it being held outside Canada
except when the shareholder attends the meeting for the express
purpose of objecting to the transaction of any business on the
grounds that the meeting is not lawfully held.

31.     Participation
in Meeting by Electronic Means

Any person entitled to attend a meeting of
shareholders may participate in the meeting, in accordance with
the Regulations, if any, by means of a telephonic, electronic or
other communication facility that permits all participants to
communicate adequately with each other during the meeting, if
the Corporation makes available such a communication facility. A
person participating in a meeting by such means is deemed for
the purposes of the Act to be present at the meeting.

32.     Meeting Held
by Electronic Means

If the directors or the shareholders of the
Corporation call a meeting of shareholders pursuant to the Act,
those directors or shareholders, as the case may be, may
determine that the meeting shall be held, in accordance with the
Regulations, if any, entirely by means of a telephonic,
electronic or other communication facility that permits all
participants to communicate adequately with each other during
the meeting.

33.     Notice

A notice stating the day, hour and place of
meeting shall be sent within the period prescribed by the
Regulations to each shareholder entitled to vote at such
meeting, to each director and to the auditor of the Corporation
in the manner specified in paragraphs 55 or 65 of this
by-law. Notwithstanding the foregoing, if the Corporation is not
a distributing corporation, the notice may be sent not less than
10 days before the date of the meeting. Notice of a meeting
at which special business, as defined in Section 135(5) of
the Act, is to be transacted shall state (a) the nature of
that business in sufficient detail to permit the shareholder to
form a reasoned judgment thereon, and (b) the text of any
special resolution to be submitted to the meeting. Provided that
a meeting of shareholders may be held for any purpose on any day
and at any time without notice if all of the shareholders and
all other persons entitled to attend such meeting are present in
person or, where appropriate, represented by proxy at the
meeting (except where a shareholder or other person attends the
meeting for the express purpose of objecting to the transaction
of any business on the grounds that the meeting is not lawfully
called) or if all of the shareholders and all other persons
entitled to attend such meeting who are not present in person
or, where appropriate, represented by proxy thereat waive notice
before or after the date of such meeting. The directors may fix
in advance a date as the record date for purposes of determining
shareholders entitled to receive notice of a meeting of
shareholders or entitled to vote at a meeting of shareholders in
accordance with the requirements of the Act and the Regulations.

34.     Waiver of
Notice

A shareholder or any other person entitled to
attend a meeting of shareholders may in any manner waive notice
of a meeting of shareholders (whether before or after such
meeting) and their attendance at a meeting of shareholders is a
waiver of notice of the meeting, except where they attend a
meeting for the express purpose of objecting to the transaction
of any business on the grounds that the meeting is not lawfully
called.



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S-8

35.     Omission of
Notice

The accidental omission to give notice of any
meeting or any irregularity in the notice of any meeting or the
non-receipt of any notice by any shareholder or shareholders,
director or directors or the auditor of the Corporation shall
not invalidate any resolution passed or any proceedings taken at
any meeting of shareholders.

36.     Voting

Every question submitted to any meeting of
shareholders shall be decided in the first instance by a show of
hands unless the chair of the meeting requires a ballot or a
person entitled to vote at the meeting has demanded a ballot. In
the case of an equality of votes the chair of the meeting shall
be entitles to a second or casting vote in addition to the vote
or votes to which he or she may be otherwise entitled.

Notwithstanding the foregoing, any vote taken at
a meeting of shareholders may be held, in accordance with the
Regulations, if any, entirely by means of a telephonic,
electronic or other communication facility, if the Corporation
makes available such a communication facility. Any person
participating in a meeting of shareholders by electronic means
pursuant to Subsection 132(4) or (5) of the Act and
entitled to vote at the meeting may vote, in accordance with the
Regulations, if any, by means of the telephonic, electronic or
other communication facility that the Corporation has made
available for that purpose.

A ballot may be demanded either before or after
any vote by show of hands by the chair or any person entitled to
vote at the meeting. If at any meeting a ballot is demanded on
the election of a chair or on the question of adjournment it
shall be taken forthwith without adjournment. If at any meeting
a ballot is demanded on any other question or as to the election
of directors, the vote (subject to Section 152(3) of the
Act) shall be taken by ballot in such manner and either at once,
later in the meeting or after adjournment as the chair of the
meeting directs. The result of a ballot shall be deemed to be
the resolution of the meeting at which the ballot was demanded.
A demand for a ballot may be withdrawn.

Where two or more persons hold the same share or
shares jointly, one of these holders present at a meeting of
shareholders may, in the absence of the other or others, vote
the share or shares but if two or more of those persons who are
present, in person or by proxy, vote, they shall vote as one on
the share or shares jointly held by them.

At any meeting unless a ballot is demanded, an
entry in the minutes of a meeting to the effect that the chair
of the meeting declared a resolution to be carried or defeated
is, in the absence of evidence to the contrary, proof of the
fact without proof of the number or proportion of the votes
recorded in favour of or against the resolution.

37.     Chair,
Secretary and Scrutineers

The Chair of the Board or, in the Chairs
absence, the Vice-Chair of the Board, or in his absence, the
President or, in the Presidents absence, a Vice-President
shall be chair of any meeting of shareholders and, if none of
the said officers be present within 15 minutes after the time
appointed for holding the meeting, the persons present and
entitled to vote shall choose a chair from amongst themselves.
The Secretary of the Corporation shall act as secretary at any
meeting of shareholders or, if the Secretary of the Corporation
were absent, the chair of the meeting shall appoint some person,
who need not be a shareholder, to act as secretary of the
meeting. If desired, on or more scrutineers, who need not be
shareholders, may be appointed by resolution or by the chair
with the consent of the meeting.

38.     Persons
Entitled to be Present

The only persons entitled to be present at a
meeting of shareholders shall be those entitled to vote thereat,
the directors and auditors of the Corporation and others who,
although not entitled to vote, are entitled or required under
any provision of the Act or the articles or by-laws to be
present at the meeting. Any other person may be admitted only on
the invitation of the chair of the meeting or with the consent
of the meeting.



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##### 



S-9

39.     Proxies

Votes at meetings of shareholders may be given
either personally or by proxy or, in the case of a shareholder
who is a body corporate or association, by an individual
authorized to represent it at meetings of shareholders of the
Corporation. At every meeting at which he or she is entitled to
vote, every shareholder and/or person appointed by proxy and/or
individual so authorized to represent a shareholder who is
present in person shall have one vote on a show of hands. Upon a
ballot at which he or she is entitled to vote, every shareholder
present in person or represented by proxy or by an individual so
authorized shall (subject to the provisions, if any, of the
articles of the Corporation) have one vote for every share held
by him or her.

A proxy shall be executed by the shareholder or
the shareholders attorney authorized in writing or, if the
shareholder is a body corporate or association, by an officer or
attorney thereof duly authorized and is valid only at the
meeting in respect of which it is given or any adjournment
thereof.

A person appointed by proxy need not be a
shareholder.

40.     Adjournment

The chair of any meeting may with the consent of
the meeting adjourn the same from time to time to a fixed time
and place and no notice of such adjournment need be given to the
shareholders unless the meeting is adjourned by one or more
adjournments for an aggregate of thirty days or more in which
case, subject to Section 135(4) of the Act, notice of the
adjourned meeting shall be given as for an original meeting. Any
business may be brought before or dealt with at any adjourned
meeting for which no notice is required which might have been
brought before or dealt with at the original meeting in
accordance with the notice calling the same.

Any adjourned meeting shall be duly constituted
if held in accordance with the terms of the adjournment and a
quorum is present thereat. The persons who formed a quorum at
the original meeting are not required to form the quorum at the
adjourned meeting. If there is no quorum present at the
adjourned meeting, the original meeting shall be deemed to have
terminated forthwith after its adjournment.

41.     Quorum

A quorum at any meeting of shareholders (unless a
greater number of persons are required to be present or a
greater number of shares are required to be represented by the
Act or by the articles or any other by-law) shall be that number
of persons holding or representing more than ten per cent of the
total number of the issued shares of the Corporation for the
time being entitling the holders thereof to vote at such
meeting. Notwithstanding the foregoing, if the Corporation has
only one shareholder, or only one holder of any class or series
of shares, the shareholder present in person or by proxy
constitutes a meeting. No business shall be transacted at any
meeting unless the requisite quorum is present at the time of
the transaction of such business. If a quorum is not present at
the time appointed for a meeting of shareholders or within such
reasonable time thereafter as the shareholders present may
determine, the persons present and entitled to vote may adjourn
the meeting to a fixed time and place but may not transact any
other business and the provisions of paragraph 40 with
regard to notice shall apply to such adjournment.

42.     Resolution in
Lieu of Meeting

Notwithstanding any of the provisions of this
by-law a resolution in writing signed by all of the shareholders
entitled to vote on that resolution at a meeting of the
shareholders is, subject to Section 142 of the Act, as
valid as if it had been passed at a meeting of the shareholders.

SECURITIES

43.     Issuance of
Shares

Subject to the provisions of Section 25 of
the Act, the articles, by-laws and any unanimous shareholder
agreement, shares in the capital of the Corporation may be
issued by the board of directors at such times and on such terms
and conditions and to such persons or class of persons as the
board of directors determines.



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S-10

44.     Commissions

The board may from time to time authorize the
Corporation to pay a reasonable commission to any person in
consideration of his purchasing or agreeing to purchase shares
of the Corporation, whether from the Corporation or from any
other person, or procuring or agreeing to procure purchasers for
any such shares.

45.     Certificates

Subject to Section 49 of the Act,
certificates for shares and the instrument of transfer, if any,
on the reverse side thereof shall be in such form as the board
of directors may approve and such certificates shall be signed
by at least one of the following persons, or the signature shall
be printed or otherwise mechanically reproduced on the
certificate:



| |                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------
| | (a) a director or officer of the Corporation;                                                                             
|
| | (b) a registrar, transfer agent or branch
    transfer agent of the Corporation, or an individual on their
    behalf; and
|
| | (c) a trustee who certifies it in accordance
    with a trust indenture.                                                  

A share certificate containing the signature of a
person which is printed, engraved, lithographed or otherwise
mechanically reproduced thereon may be issued notwithstanding
that the person has ceased to be a director or an officer, as
the case may be, of the Corporation and shall be as valid as if
the person were a director or an officer, as the case may be, at
the date of its issue.

TRANSFER OF SECURITIES

46.     Transfer
Agent and Registrar

The board of directors may from time to time
appoint or remove one or more transfer agents and/or branch
transfer agents and/or registrars and/or branch registrars
(which may or may not be the same individual or body corporate)
for the securities issued by the Corporation in registered form
(or for such securities of any class or classes) and may provide
for the registration of transfers of such securities (or such
securities of any class or classes) in one or more places and
such transfer agents and/or branch transfer agents and/or
registrars and/or branch registrars shall keep all necessary
books and registers of the Corporation for the registering of
such securities (or such securities of the class or classes in
respect of which any such appointment has been made). In the
event of any such appointment in respect of the shares (or the
shares of any class or classes) of the Corporation, all share
certificates issued by the Corporation in respect of the shares
(or the shares of the class or classes in respect of which any
such appointment has been made) of the Corporation shall be
countersigned by or on behalf of one of the said transfer agents
and/or branch transfer agents and by or on behalf of one of the
said registrars and/or branch registrars, if any.

47.     Securities
Registers

A central securities register of the Corporation
shall be kept at the registered office of the Corporation or at
such other office or place in Canada as may from time to time be
designated by the board of directors and a branch securities
register or registers may be kept at such office or offices of
the Corporation or other place or places, either in or outside
Canada, as may from time to time be designated by the board of
directors. Such register or registers shall comply with the
provisions of Section 50 of the Act.

48.     Surrender of
Certificates

Subject to the Act and the provisions of this
by-law, no transfer of a security issued by the Corporation
shall be registered unless the security certificate representing
the security to be transferred has been surrendered or, if no
security certificate has been issued by the Corporation in
respect of such security, unless a duly executed instrument of
transfer in respect thereof has been delivered to the
Corporation or its transfer agent, as the case may be.



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S-11

49.     Shareholder
Indebted to the Corporation

If so provided in the articles of the
Corporation, the Corporation has a lien on a share registered in
the name of a shareholder or the shareholders personal
representative for a debt of that shareholder to the
Corporation. Such lien on a share of the Corporation may,
subject to the Act, be enforced as follows:



| |                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) where such share is redeemable pursuant
    to the articles of the Corporation, by redeeming such share and
    applying the redemption price to such debt;                                                                                                                                                                                                      
|
| | (b) by purchasing such share for
    cancellation for a price equal to the book value of such share
    and applying the proceeds to such debt;                                                                                                                                                                                                                      
|
| | (c) by selling such share to any third party
    whether or not such party is at arms length to the
    Corporation including, without limitation, any officer or
    director of the Corporation, for the best price which the board
    of directors in their sole discretion consider to be obtainable
    for such share and applying the proceeds to such debt;
|
| | (d) by refusing to permit the registration
    of a transfer of such share until such debt is paid; or                                                                                                                                                                                                                                                               
|
| | (e) by any other means permitted by law.                                                                                                                                                                                                                                                                                                                             

50.     Lost,
Apparently Destroyed or Wrongfully Taken Security
Certificates

Subject to the Act, in case of the loss, apparent
destruction or wrongful taking of a security certificate, a new
certificate may be issued in replacement of the one lost,
apparently destroyed or wrongfully taken or a transfer of the
securities represented by such certificate may be registered,
upon such terms as the board of directors may from time to time
prescribe, either generally or in respect of any particular
loss, apparent destruction or wrongful taking of a security
certificate.

DIVIDENDS

51.     Dividends

The board of directors may from time to time
declare and the Corporation may pay dividends on the issued and
outstanding shares in the capital of the Corporation subject to
the provisions (if any) of the articles of the Corporation.

The board of directors shall not declare and the
Corporation shall not pay a dividend if there are reasonable
grounds for believing that:



| |                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) the Corporation is, or would after the
    payment be, unable to pay its liabilities as they become due; or                                            
|
| | (b) the realizable value of the
    Corporations assets would thereby be less than the
    aggregate of its liabilities and stated capital of all classes.

The Corporation may pay a dividend by issuing
fully paid shares of the Corporation, options or rights to
acquire fully paid shares of the Corporation and, subject to the
foregoing, the Corporation may pay a dividend in money or
property.

The Corporation may fix a record date for
determination of shareholders entitled to receive a dividend in
accordance with the requirements of Section 134 of the Act
and the Regulations.

In case several persons are registered as the
joint holders of any shares, any one of such persons may give
effectual receipts for all dividends and payments on account of
dividends and/or redemption of shares (if any) subject to
redemption.

52.     Unclaimed
Dividends

Any dividend unclaimed after a period of six
years from the date on which the same has been declared to be
payable shall be forfeited and shall revert to the Corporation.



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S-12

INFORMATION AVAILABLE TO
SHAREHOLDERS

53.     Confidential
Information Not Available to Shareholders

Except as provided by the Act, no shareholder
shall be entitled to any information respecting any details or
conduct of the Corporations business which in the opinion
of the board of directors it would be inexpedient in the
interests of the Corporation to communicate to the public.

54.     Availability
of Corporate Records to Shareholders

The board of directors may from time to time,
subject to rights conferred by the Act, determine whether and to
what extent and at what time and place and under what conditions
or regulations the documents, books and registers and accounting
records of the Corporation or any of them shall be open to the
inspection of shareholders and no shareholder shall have any
right to inspect any document or book or register or accounting
record of the Corporation except as conferred by statute or
authorized by the board of directors or by a resolution of the
shareholders.

NOTICES

55.     Service

Any notice or document required by the Act, the
Regulations, the articles or the by-laws to be sent to any
shareholder or director or to the auditor may be sent by prepaid
mail addressed to, or may be delivered personally to, any such
shareholder at the shareholders latest address as shown in
the records of the Corporation or its transfer agent and to any
such director at the directors latest address as shown in
the records of the Corporation or in the last notice filed under
Section 106 or 113 of the Act, and to the auditor at the
auditors business address; provided always that notice may
be waived or the time for the notice may be waived or abridged
at any time with the consent in writing of the person entitled
thereto. If a notice or document is sent to a shareholder by
prepaid mail in accordance with this paragraph and the notice or
document is returned on two consecutive occasions because the
shareholder cannot be found, it shall not be necessary to send
any further notices or documents to the shareholder until the
shareholder informs the Corporation in writing of the
shareholders new address.

56.     Securities
Registered in More Than One Name

All notices or documents with respect to any
securities of the Corporation registered in more than one name
shall be given to whichever of such persons is named first in
the records of the Corporation and any notice or document so
given shall be sufficient notice or delivery to all of the
holders of such securities.

57.     Persons
Becoming Entitled by Operation of Law

Subject to Section 51 of the Act, every
person who by operation of law, transfer or by any other means
whatsoever shall become entitled to any securities of the
Corporation shall be bound by every notice or document in
respect of such securities which, previous to such persons
name and address being entered in the records of the
Corporation, shall have been duly given to the person or persons
from whom such person derives title to such securities.

58.     Deceased
Security Holders

Subject to Section 51 of the Act, any notice
or document delivered or sent pursuant to paragraph 55 of
this by-law or in accordance with the provisions of
paragraphs 65 and 66 of this by-law to the address of any
security holder as the same appears in the records of the
Corporation shall, notwithstanding that such security holder be
then deceased, and whether or not the Corporation has notice of
such security holders decease, be deemed to have been duly
served in respect of the securities held by such security holder
(whether held solely or with any other person or persons) until
some other person be entered in such security holders
stead in the records of the Corporation as the holder or one of
the holders thereof and such service shall for all purposes be
deemed a sufficient service of such notice or document on such
security holders heirs, the personal



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##### 



S-13

representatives of such heirs, or the personal
representatives of the estate of such security holder and on all
other persons, if any, interested with such security holder in
such securities.


59.     Signature to
Notices

The signature of any director or officer of the
Corporation to any notice or document to be given by the
Corporation may be written or mechanically reproduced.

60.     Computation
of Time

Where a given number of days notice or
notice extending over a period is required to be given under any
provisions of the articles or by-laws of the Corporation, the
day of giving or serving the notice or document shall not,
unless it is otherwise provided, be counted in such number of
days or other period.

61.     Proof of
Service

With respect to every notice or document sent by
mail it shall be sufficient to prove that the envelope or
wrapper containing the notice or other document was properly
addressed as provided in paragraph 55 of this by-law and put
into a post office or into a letter box. A certificate of a
director or an officer of the Corporation in office at the time
of the making of the certificate or of a transfer officer of any
transfer agent or branch transfer agent of shares of any class
of the Corporation as to facts in relation to the sending or
delivery of any notice or document to any security holder,
director, officer or auditor or publication of any notice or
document shall be conclusive evidence thereof and shall be
binding on every security holder, director, officer or auditor
of the Corporation, as the case may be.

CUSTODY OF SECURITIES

62.     Custody of
Securities

All shares and other securities owned by the
Corporation shall be lodged (in the name of the Corporation)
with a chartered bank or a trust company or in a safety deposit
box or, if so authorized by resolution of the board of
directors, with such other depositaries or in such other manner
as may be determined from time to time by the board of directors.

All shares and other securities belonging to the
Corporation may be issued or held in the name of a nominee or
nominees of the Corporation (and if issued or held in the names
of more than one nominee shall be held in the names of the
nominees jointly with right of survivorship).

EXECUTION OF INSTRUMENTS

63.     Execution of
Instruments

The Secretary or any other officer or any
director may sign certificates and similar instruments (other
than share certificates) on the Corporations behalf with
respect to any factual matters relating to the
Corporations business and affairs, including certificates
verifying copies of the articles, by laws, resolutions and
minutes of meetings of the Corporation. Subject to the
foregoing, contracts, documents or instruments in writing shall
be signed on behalf of the Corporation by two persons, one of
whom holds the office of Chair of the Board, the Vice-Chair of
the Board, President, Vice-President or director and the other
of whom holds one of the said offices or the office of
Secretary, Treasurer, Assistant Secretary or Assistant Treasurer
or any other office created by the by-law or by resolution of
the board of directors. In addition, the board may from time to
time direct the manner in which and the person or persons by
whom any particular instrument or class of instruments may or
shall be signed.

All contracts, documents and instruments in
writing signed as stipulated above shall be binding upon the
Corporation without any further authorization or formality.
Provided that where one person is the only director and officer
of the Corporation, that person may sign such contracts,
documents or instruments in writing. The board of directors
shall have power from time to time to appoint any director or
directors, or any officer or



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S-14

officers, or any other person or persons, on
behalf of the Corporation either to sign contracts, documents
and instruments in writing generally or to sign specific
contracts, documents or instruments in writing.


The corporate seal of the Corporation, if any,
may be affixed to contracts, documents and instruments in
writing signed as aforesaid or by any director or directors,
officer or officers, other person or persons, appointed as
aforesaid by the board of directors but any such contract,
document or instrument is not invalid merely because the
corporate seal, if any, is not affixed thereto.

The term contracts, documents or
instruments in writing as used in this by-law shall
include security certificates, deeds, mortgages, hypothecs,
charges, conveyances, transfers and assignments of property real
or personal, immovable or movable, agreements, releases,
receipts and discharges for the payment of money or other
obligations and conveyances, transfers and assignments of
shares, share warrants, stocks, bonds, debentures or other
securities and all paper writings.

The signature or signatures of the director or
directors of the Corporation and/or of any officer or officers
of the Corporation appointed pursuant to paragraph 23
and/or of any other person or persons, appointed as aforesaid by
the board of directors may, if specifically authorized by the
board of directors, be printed, engraved, lithographed or
otherwise mechanically reproduced upon any contracts, documents
or instruments in writing or bonds, debentures or other
securities of the Corporation executed or issued by or on behalf
of the Corporation and all contracts, documents or instruments
in writing or bonds, debentures or other securities of the
Corporation on which the signature or signatures of any one or
more of the foregoing directors or officers or the other persons
authorized as aforesaid shall be so reproduced pursuant to such
authorization by the board of directors shall be deemed to have
been manually signed by each such director, officer or other
person whose signature is so reproduced and shall be as valid to
all intents and purposes as if they had been signed manually and
notwithstanding that any such director, officer or other person
whose signature is so reproduced may have ceased to hold office
at the date of the delivery or issue of such contracts,
documents or instruments in writing or bonds, debentures or
other securities of the Corporation.

FINANCIAL YEAR

64.     Financial
Year

Until changed by the board of directors, the
financial year of the Corporation shall terminate on the 31st
day of December in each year.

ELECTRONIC DOCUMENTS

65.     Creation and
Provision of Information

Unless the Corporations articles otherwise
provide, and subject to and in accordance with the provisions of
the Act, the Regulations and paragraph 66 of this by-law, the
Corporation may satisfy any requirement under the Act or the
Regulations to create or provide a notice, document or other
information to any person by the creation or provision of an
electronic document. Except as provided in Section 252.6 of
the Act, electronic document means any form of
representation of information or of concepts fixed in any medium
in or by electronic, optical or other similar means and that can
be read or perceived by a person or by any means.

66.     Consent and
Other Requirements

Notwithstanding the foregoing paragraph 65, a
requirement under the Act or the Regulations to provide a person
with a notice, document or other information shall not be
satisfied by the provision of an electronic document unless



| |                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) the addressee has consented, in
    accordance with the Regulations, and has designated an
    information system for the receipt of the electronic document;
    and
|
| | (b) the electronic document is provided to
    the designated information system, unless the Regulations
    provide otherwise.                                          



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S-15

The term information system means a
system used to generate, send, receive, store, or otherwise
process an electronic document.

ENACTED this 21st day of February, 2003.

|                  |  |                   
|----------------- |  | ------------------
|-s- Brian Kennedy |  | -s- Edward H. Colt
|President         |  | Secretary         

MERIDIAN GOLD INC. LOGO