##### Table of Contents



U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 40-F

|            |  |                                                                                        
|----------- |  | ---------------------------------------------------------------------------------------
|[Check One] |  |                                                                                        
|[   ]       |  | REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934   
|            |  |                                                                                        
|            |  | OR                                                                                     
|            |  |                                                                                        
|[X]         |  | ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

|                                             |  |                              
|-------------------------------------------- |  | -----------------------------
|For the fiscal year ended: December 31, 2002 |  | Commission File No. 001-12003

MERIDIAN GOLD INC.

(Exact name of Registrant as specified in its charter)


Not Applicable

(Translation of Registrants name into English (if applicable))


|                                                                  |  |                                                                          |  |                                                        
|----------------------------------------------------------------- |  | ------------------------------------------------------------------------ |  | -------------------------------------------------------
|Canada                                                            |  | 1040                                                                     |  | 88-0226676                                             
|                                                                  |  |                                                                          |  |                                                        
|(Province or other
jurisdiction of
incorporation or
organization) |  | (Primary Standard
Industrial
Classification Code
Number (if
applicable)) |  | (I.R.S. Employer
Identification Number
(if applicable))

Meridian Gold Inc.

9670 Gateway Drive


Reno, NV 89521


Telephone: (775) 850-3777


(Address and telephone number of Registrants principal executive offices)




(Name, address (including zip code) and telephone number

(including area code) of agent for service in the United States)





Peter C. Dougherty


Vice President, Finance and Chief Financial Officer


Meridian Gold Inc.


9670 Gateway Drive


Reno, NV 89521


Telephone: (775) 850-3777


with a copy to: Holland & Hart LLP

555 Seventeenth Street, Suite 3200


Denver, CO 80202


Attention: Dennis M. Jackson


Telephone: (303) 295-8000






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##### Table of Contents



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

|                                 |  |                                          
|-------------------------------- |  | -----------------------------------------
|Title of each class              |  | Name of each exchange on which registered
|Common Shares, no par value      |  | New York Stock Exchange                  
|Rights to acquire Common Shares, |  | Toronto Stock Exchange                   
|no par value                     |  |                                          

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

Not Applicable




(Title of Class)


Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act.

Not Applicable




(Title of Class)


For annual reports, indicate by check mark the information filed with this
Form:

|    |  |                         |  |     |  |                                    
|--- |  | ----------------------- |  | --- |  | -----------------------------------
|[X] |  | Annual information form |  | [X] |  | Audited annual financial statements

Indicate the number of outstanding shares of each of the issuers classes of
capital or common stock of the close of the period covered by the annual
report.

At December 31, 2002,
98,985,974 common shares of the Registrant were outstanding.

Indicate by check mark whether the Registrant by filing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
(the Exchange Act). If Yes is marked, indicate the file number assigned to
the Registrant in connection with such Rule.

|    |  |       |  |    |  |    
|--- |  | ----- |  | -- |  | ---
|Yes |  | [   ] |  | No |  | [X]

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.

|    |  |     |  |    |  |      
|--- |  | --- |  | -- |  | -----
|Yes |  | [X] |  | No |  | [   ]





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TABLE OF CONTENTS



|                                               |                                                     |                                         |  |  |  |  |  | 
|---------------------------------------------- | --------------------------------------------------- | --------------------------------------- |  |  |  |  |  | 
|ANNUAL INFORMATION FORM                       
|ITEM 1: COVER PAGE                            
|GLOSSARY                                      
|CAUTIONARY STATEMENT                          
|                                               | ITEM 2: CORPORATE STRUCTURE                        
|                                               |                                                     | Name and Incorporation                 
|                                               |                                                     | Intercorporate Relationships           
|                                               | ITEM 3: GENERAL DEVELOPMENT OF THE BUSINESS        
|                                               |                                                     | Business of the Company                
|                                               | ITEM 4: NARRATIVE DESCRIPTION OF THE BUSINESS      
|                                               |                                                     | Mineral Reserves and Resources         
|                                               |                                                     | Exploration                            
|                                               |                                                     | Uses of Gold                           
|                                               |                                                     | Refining and Marketing                 
|                                               |                                                     | Hedging Program                        
|                                               |                                                     | Risk Factors                           
|                                               |                                                     | Property Interests in the United States
|                                               |                                                     | Property Interest in Chile             
|                                               |                                                     | Property Interest in Argentina         
|                                               |                                                     | Employees                              
|                                               |                                                     | DESCRIPTION OF PROPERTIES              
|                                               |                                                     | El Peñón                               
|                                               |                                                     | Esquel                                 
|                                               |                                                     | Jerritt Canyon                         
|                                               |                                                     | Rossi                                  
|                                               |                                                     | Beartrack                              
|                                               |                                                     | Legal Proceedings                      
|                                               | ITEM 5: SELECTED CONSOLIDATED FINANCIAL INFORMATION
|                                               | ITEM 6: MANAGEMENTS DISCUSSION AND ANALYSIS       
|                                               | ITEM 7: MARKET FOR SECURITIES                      
|                                               | ITEM 8: DIRECTORS AND OFFICERS                     
|                                               | ITEM 9: ADDITIONAL INFORMATION                     
|MERIDIAN GOLD INC. FORM 40-F DECEMBER 31, 2002
|CONTROLS AND PROCEDURES                       
|UNDERTAKING AND CONSENT TO SERVICE OF PROCESS 
|SIGNATURE                                     
|EXHIBITS                                      
|EX-1                                          
|EX-2                                          
|EX-3                                          
|EX-4                                          
|EX-5                                          
|EX-6                                          
|EX-7                                          
|EX-8                                          
|EX-9                                          



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MERIDIAN GOLD INC.
1 First Canadian Place
39th Floor
100 King Street West
Toronto, Ontario
M5X 1B2





ANNUAL INFORMATION FORM

FOR THE YEAR ENDED
DECEMBER 31, 2002
DATED APRIL 11, 2003



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##### Table of Contents



MERIDIAN GOLD INC.
ANNUAL INFORMATION FORM
TABLE OF CONTENTS

|                                                     |                            |                                         |    |  |    | 
|---------------------------------------------------- | -------------------------- | --------------------------------------- | -- |  | -- | 
|ITEM 1:  COVER PAGE                                  |                            |                                         | 1  | 
|Glossary of Terms                                    |                            |                                         | 4  | 
|Cautionary Statement                                 |                            |                                         | 6  | 
|ITEM 2:  CORPORATE STRUCTURE                         |                            |                                         |    | 
|                                                     |                            | Name and Incorporation                  |    |  | 6  | 
|                                                     |                            | Intercorporate Relationships            |    |  | 7  | 
|ITEM 3:  GENERAL DEVELOPMENT OF THE BUSINESS         |                            |                                         | 7  | 
|                                                     |                            | Business of the Company                 |    |  | 7  | 
|ITEM 4:  NARRATIVE DESCRIPTION OF THE BUSINESS       |                            |                                         |    | 
|                                                     |                            | Mineral Reserves and Resources          |    |  | 9  | 
|                                                     |                            | Exploration                             |    |  | 11 | 
|                                                     |                            | Uses of Gold                            |    |  | 11 | 
|                                                     |                            | Refining and Marketing                  |    |  | 12 | 
|                                                     |                            | Hedging Program                         |    |  | 12 | 
|                                                     |                            | Risk Factors                            |    |  | 12 | 
|                                                     |                            | Property Interests in the United States |    |  | 18 | 
|                                                     |                            | Property Interests in Chile             |    |  | 18 | 
|                                                     |                            | Property Interests in Argentina         |    |  | 19 | 
|                                                     |                            | Employees                               |    |  | 20 | 
|                                                     | DESCRIPTION
OF PROPERTIES: |                                         |    |  |   
|                                                     |                            | El Peñón                                |    |  | 20 | 
|                                                     |                            | Esquel                                  |    |  | 24 | 
|                                                     |                            | Jerritt Canyon                          |    |  | 28 | 
|                                                     |                            | Rossi                                   |    |  | 30 | 
|                                                     |                            | Beartrack                               |    |  | 31 | 
|                                                     |                            | Legal Proceedings                       |    |  | 32 | 
|ITEM 5:  SELECTED CONSOLIDATED FINANCIAL INFORMATION |                            |                                         | 33 | 
|ITEM 6:  MANAGEMENTS DISCUSSION AND ANALYSIS        |                            |                                         | 33 | 
|ITEM 7:  MARKET FOR SECURITIES                       |                            |                                         | 33 | 
|ITEM 8:  DIRECTORS AND OFFICERS                      |                            |                                         | 34 | 
|ITEM 9:  ADDITIONAL INFORMATION                      |                            |                                         | 34 | 

2



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The dollar amounts in this Annual Information Form and Meridian Gold Inc.s
consolidated financial statements and managements discussion and analysis
(collectively, Disclosure Documents) are expressed in United States dollars
except where otherwise indicated.

Except as otherwise indicated, the financial information set forth in the
Disclosure Documents is presented in accordance with Canadian generally
accepted accounting principles (Canadian GAAP). Differences between Canadian
GAAP and United States generally accepted accounting principles (U.S. GAAP)
are immaterial to the Company unless otherwise indicated.

The information set forth in this Annual Information Form is as of December 31,
2002 unless an earlier or later date is indicated.

3



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GLOSSARY

The following mining terms have the following meanings in this Annual
Information Form:

|                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|carbon adsorption       |  | A process used to extract dissolved gold and silver from solvents in leaching. Soluble complexes of
gold and silver physically adhere to activated carbon particles without chemical reaction.                                                                                                                                                                                                                                                                                                                                                                                                     
|                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|cash cost of
production |  | Includes site costs for all mining (except deferred mining and deferred stripping costs),
processing, administration, resource taxes, and royalties but does not include capital, exploration,
depreciation and financing costs. Total cash costs are reduced by by-product silver credits, and
are then divided by payable gold ounces to arrive at net cash cost of production per ounce.                                                                                                                                                                                                        
|                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|deposit                 |  | A mineralized body which has been physically delineated by sufficient drilling, trenching, and/or
underground work, and found to contain a sufficient average grade of metal or metals to warrant
further exploration and/or development expenditures; such a deposit does not qualify as commercially
mineable tons or as containing material reserves, until final technical and economic factors have
been resolved.                                                                                                                                                                            
|                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|development             |  | The preparation of a known commercially mineable deposit for mining.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|doré                    |  | Unrefined gold and silver bullion bars usually consisting of approximately 90% precious metals which
will be further refined to almost pure metal.                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|exploration             |  | The search for mineral deposits (reserves) which are not in development or production.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|heap leaching           |  | A process of extracting gold by placing broken material on sloping, impermeable pads and applying
dilute cyanide solution that dissolves a portion of the contained gold, which is then recovered in a
carbon column or Merrill-Crowe circuit.                                                                                                                                                                                                                                                                                                                                                     
|                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|leach pad               |  | A large impermeable foundation or pad used as a base for material during heap leaching. The pad
prevents the leach solution from escaping out of the circuit.                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|mill                    |  | A plant where ore is ground, usually to fine powder, and the metals are extracted by physical and/or
chemical processes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|mineral reserve         |  | The economically mineable part of a measured or indicated mineral resource demonstrated by at least
a preliminary feasibility study. This study must include adequate information on mining,
processing, metallurgical, economic and other relevant factors that demonstrate, at the time of
reporting, that economic extraction can be justified. A mineral reserve includes diluting materials
and allowances for losses that may occur when the material is mined. Mineral reserves are
subdivided in order of increasing confidence into probable mineral reserves and proven mineral
reserves.

4



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|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|mineral resource         |  | A concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on
the earths crust in such form and quantity and of such a grade or quality that it has reasonable
prospects for economic extraction. The location, quantity, grade, geological characteristics and
continuity of a mineral resource are known, estimated or interpreted from specific geological
evidence and knowledge. Mineral resources which are not mineral reserves do not have demonstrated
economic viability.
|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|mineralization           |  | Mineral-bearing rock; the minerals may have been either a part of the original rock unit or injected
at a later time.                                                                                                                                                                                                                                                                                                                                                                                                    
|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|ore                      |  | A metal or mineral bearing rock or a combination of these of sufficient value as to quality and
quantity to enable it to be mined at a profit.                                                                                                                                                                                                                                                                                                                                                                           
|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|ounces                   |  | Troy ounces.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|probable
mineral reserve |  | A probable mineral reserve is the economically mineable part of an indicated, and in some
circumstances, a measured mineral resource demonstrated by at least a preliminary feasibility study.
This study must include adequate information on mining, processing, metallurgical, economic and
other relevant factors that demonstrate, at the time of reporting, that economic extraction can be
justified.                                                                                                             
|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|production               |  | The exploitation of a mineral deposit or reserve.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|proven
mineral reserve   |  | A proven mineral reserve is the economically mineable part of a measured mineral resource
demonstrated by at least a preliminary feasibility study. This study must include adequate
information on mining, processing, metallurgical, economic and other relevant factors that
demonstrate, at the time of reporting, that economic extraction can be justified.                                                                                                                                                        
|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|stripping ratio          |  | The ratio of tonnage of waste material removed to allow the mining of one ton of gold bearing rock
in an open pit.                                                                                                                                                                                                                                                                                                                                                                                                       
|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|total cost of
production |  | Total production costs are comprised of cash cost of production plus depreciation/depletion and
amortization, and reclamation provision.                                                                                                                                                                                                                                                                                                                                                                                 

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CAUTIONARY STATEMENT

Certain statements in this Annual Information Form, including, without
limitation, statements in Item 4: Narrative Description of the Business
relating to reserves, refining and marketing, hedging policy, expected
operating results at the Companys mines and the mine plan at El Peñón, and in
Item 6: Managements Discussion and Analysis, constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995 (United States). Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company, or other future events,
including forecast production, earnings and cash flows, to be materially
different from any future results, performances or achievements or other events
expressly predicted or implied by such forward-looking statements. Such risks,
uncertainties and other factors are set forth in Item 4: Narrative
Description of the Business - Risk Factors and elsewhere in this Annual
Information Form, and include, but are not limited to, factors associated with
fluctuations in the market price of precious metals, mining industry risks,
recent operating losses, uncertainty of title to properties, risk associated
with foreign operations, environmental risks and hazards, proposed legislation
affecting the mining industry, litigation, governmental regulation of the
mining industry, properties without known mineable reserves, uncertainty as to
calculations of material reserves, mineral deposits and material grades,
requirement of additional financing, uninsured risks, risk of hedging
strategies, competition, dependence on key management personnel, potential
volatility of the market price of common shares, dilution and certain
anti-takeover effects.




ITEM 2: CORPORATE STRUCTURE




Name and Incorporation

Meridian Gold Inc.s predecessor, FMC Gold Company (FMC Gold), was
formed as a Delaware corporation in 1987 through a combination of FMC
Corporations North American Precious Metals interests. In June 1987, FMC Gold
issued 7.5 million shares of Common stock to the public and FMC Corporation
held the remaining shares. In May 1990, FMC Gold issued 8.0 million shares of
Common stock to acquire the original Meridian Gold Company, a wholly owned
subsidiary of Burlington Resources. FMC Corporation held the remaining 58.8
million shares of Common stock, or 80% of the outstanding shares of FMC Gold,
at that time.

Meridian Gold Inc. (Meridian or the Company) is a Canadian corporation
that was incorporated on February 28, 1996 as 3232701 Canada Inc. under the
Canada Business Corporations Act. By articles of amendment, the Company
subsequently changed its name to Vulcan Gold Inc. (April 30, 1996), and
Meridian Gold Inc. (June 5, 1996). On July 22, 1996, Meridian Gold Inc. and
3280837 Canada Inc. amalgamated under section 185 of the Canada Business
Corporations Act, becoming corporation number 328084-5. In connection with
this reincorporation, FMC Gold shareholders received one share of Meridian
Common stock (Common Shares) and a $0.02 per share return of capital,
totaling approximately $1.5 million, in exchange for each share of FMC Gold
Common stock. Additionally, FMC Corporation sold its 80% interest in Meridian
through a public offering in Canada of Meridians Common Shares in July 1996.
Concurrent with FMC Corporation selling its interest in Meridian, FMC
Corporation made a capital contribution to Meridian totaling approximately $3.7
million.

On December 31, 1999, Meridian Gold Inc. (328084-5) and a former
subsidiary of the Company, Meridian Gold Canada Inc. (326920-5) amalgamated
under section 185 of the Canada Business Corporations Act, becoming Meridian
Gold Inc. (877246322). Unless otherwise indicated or the context otherwise
requires, references to Meridian or the Company herein include Meridian Gold
Inc., or where appropriate, its predecessor and its subsidiaries.

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The
Companys registered office is located at 1 First Canadian
Place, 39th
Floor, 100 King Street West, Toronto Ontario, Canada M5X 1B2, and the executive
office is located at 9670 Gateway Drive, Suite 200, Reno, Nevada, U.S.A.
89521-3952.




Intercorporate Relationships

A significant portion of Meridians business is carried on through
subsidiaries. A chart showing the names of these subsidiaries and their
respective jurisdictions of incorporation is set out below. All subsidiaries
in the chart are 100% owned.

|                                           |                                          |                                        |                     |           |  | 
|------------------------------------------ | ---------------------------------------- | -------------------------------------- | ------------------- | --------- |  | 
|Meridian Gold Company                      |                                          | Delaware                              
|                                           | Meridian Beartrack Company               |                                        | Montana            
|                                           | Meridian Jerritt Canyon Corporation      |                                        | Delaware           
|                                           | Meridian Minerals Corporation            |                                        | Delaware           
|                                           | Meridian Rossi Corporation               |                                        | Delaware           
|Meridian Gold Holdings (Cayman) Limited    |                                          | Cayman Islands                        
|                                           | Meridian Subco I Limited                 |                                        | Cayman Islands     
|                                           | Meridian Subco II Limited                |                                        | Cayman Islands     
|                                           |                                         | Compañía Minera Meridian*              |                     | Chile    
|                                           |                                         | Inversiones Mineras Del Inca S.A.      |                     | Chile    
|                                           |                                          | Resource International Finance Limited |                     | Bermuda  
|                                           | Pacific Rim Resources Limited            |                                        | Bermuda            
|                                           |                                          | Pacific Rim Resources Limited-Agencia  |                     | Chile    
|Meridian Gold Holdings II (Cayman) Limited |                                          | Cayman Islands                        
|                                           | Subco III (Argentina) Limited            |                                        | Cayman Islands     
|                                           |                                          | Minera Meridian Argentina S.A.         |                     | Argentina
|                                           | Subco IV (Peru) Limited                  |                                        | Cayman Islands     
|                                           |                                          | Minera Meridian Peru S.A.C             |                     | Peru     
|Meridian Gold (Barbados) Limited           |                                          | Barbados                              
|                                           | Meridian Gold Technology (Barbados) Ltd. |                                        | Barbados           
|                                           |                                          | Biogold Technology SRL                 |                     | Barbados 
|Meridian Gold Holdings (Mexico) SADCV      |                                          | Mexico                                
|                                           | Minera Meridian Minerales SRLCV          |                                        | Mexico             
|                                           | Minera Meridian Mexico SRLCV             |                                        | Mexico             
|Brancote Holdings PLC                      |                                          | United Kingdom                        
|                                           | Scarabee Investments Ltd.                |                                        | British West Indies
|                                           | Emerald Limited                          |                                        | Bahamas            
|                                           | Villagarden S.A.                         |                                        | Uruguay            
|                                           | Minera El Desquite S.A.                  |                                        | Argentina          



|*   Formerly Minera Meridian Limitada.                                                             
|---------------------------------------------------------------------------------------------------
|                                                                                                   
|   Merged together as of April 1, 2002, the surviving entity is Compañia Minera
Meridian Limitada.




ITEM 3: GENERAL DEVELOPMENT OF THE BUSINESS




Business of the Company

The Company has been engaged in the mining and exploration of gold and
other precious metals since 1981. Meridians principal revenue producing
properties are its El Peñón Mine in Chile, and the Jerritt Canyon mine (30%
ownership) located near Elko, Nevada. The Companys Beartrack Mine (100%
ownership) located near Salmon, Idaho, wound down operations in early 2000, and
has gone into reclamation. The Company also has advanced stage exploration
programs in Chile, Nevada and the Esquel project in Argentina. Early stage
exploration programs are being conducted primarily in Chile, Mexico, Peru and
Argentina.

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The Company has produced over 5.3 million ounces of gold from five mine
sites since 1981. Since 1986, the Company has continuously produced at least
150,000 ounces of gold annually from mining operations either directly or
through joint ventures. In 2002, the Company produced 328,000 ounces of gold
and 5.1 million ounces of silver at El Peñón, and 108,000 ounces of gold from
the Beartrack and Jerritt Canyon mines.

As of December 31, 2002, Meridian had total proven and probable reserves
of approximately 4.3 million ounces of gold, consisting of 1.8 million ounces
at El Peñón, 2.3 million ounces at Esquel and 0.2 million ounces at Jerritt
Canyon.

The Companys strategy is to expand its proven and probable reserves as
well as its mining and processing operations by (i) developing existing
producing properties and pursuing advanced stage exploration properties, (ii)
discovering new properties through its exploration program and (iii) making
selective acquisitions.

During the past three fiscal years ended December 31, 2002, the major
event that has influenced the development of the Companys business has been
bringing the El Peñón Mine in Chile into full commercial production and the
acquisition of reserves and resources through Brancote Holdings PLC and the
Minera El Desquite project in Argentina.

Subsequent to the 2002 year-end, the Companys subsidiary, Meridian Gold
Jerritt Canyon Corporation, and AngloGold (Jerritt Canyon) Corp., had entered
into a purchase and sale agreement with Queenstake Resources Ltd.
(Queenstake) to sell their combined interest of the Jerritt Canyon Joint
Venture, with an estimated closing date in April 2003. However, this
purchase and sale agreement was terminated, as terms of the agreement
were not satisfied. There will be no material effect on net income or shareholders
equity.

On Sunday, March 23, 2003, the city of Esquel (Esquel) in the Republic
of Argentina held a non-binding referendum to poll the local residents on
Meridians development of a nearby precious metals mine. Based on the
approximately seventy-five percent turnout of Esquel residents, approximately
eighty percent of voters were opposed to the mine.

After the results of this non-binding referendum in Esquel, in which the
community voted to not support the mine development by Meridian, the Company
decided to complete the water study underway, and pause its development process
in order to re-evaluate the current project. Meridian intends to engage new
consultants to address project alternatives within the current Environmental
Impact Study and readdress the management of the project by placing its
Executive Vice President, Edward H. Colt, with ultimate oversight of the
project.

Meridian has decided to make these changes in an effort to build a
positive relationship with the community in Esquel. The Company will work with
the local community, as well as government and international organizations, to
facilitate addressing alternatives and community concerns for its gold project.
Meridian will enter into this

8



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process with the local community to ensure that it addresses their concerns
adequately. However, there can be no assurances that Meridian will be able to
address the local communitys concerns to the satisfaction of the citizens of
Esquel. This may result in further delays and/or stoppage of the project.




ITEM 4: NARRATIVE DESCRIPTION OF THE BUSINESS




Mineral Reserves and Resources

Although the Company has carefully prepared and verified its calculations
of the mineral reserves and mineral resources presented below and elsewhere in
this document and believes that its methodology has been confirmed through
mining experience, such figures are estimates and no assurance can be given
that the indicated level of gold will be produced. Gold price fluctuations may
subsequently render mineral reserves containing comparatively lower grades of
gold mineralization uneconomic. Additionally, short-term operating factors
relating to the mineral reserves, such as the need for orderly development of
mineable bodies or the processing of new or different material types, may cause
reserves to be modified in the future.

The Companys internal estimates of proven and probable mineral reserves,
and mineral resources as of December 31, 2002 and December 31, 2001 are as
follows (1):

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|                         |                        |  |                   |     |                   |  |        |      |                     |  |        |     |           |  |       |       |                      |  |        |        |        |  |     |     |  |  |      |      |  |  |     |     |  |  |       |       |  |  |        |        | 
|------------------------ | ---------------------- |  | ----------------- | --- | ----------------- |  | ------ | ---- | ------------------- |  | ------ | --- | --------- |  | ----- | ----- | -------------------- |  | ------ | ------ | ------ |  | --- | --- |  |  | ---- | ---- |  |  | --- | --- |  |  | ----- | ----- |  |  | ------ | ------ | 
|                         |                        |  | December 31, 2002 |     | December 31, 2001
|                         |                        |  |                   |     |                  
|                         |                        |  |                   |     |                   |  | Grade  |      | Contained Ounces(3) |  |        |     |           |  | Grade |       | Contained Ounces (3)
|                         |                        |  | Tonnes            |     | Gold              |  | Silver |      | Gold                |  | Silver |     | Tonnes    |  | Gold  |       | Silver               |  | Gold   |        | Silver
|                         |                        |  | (mils)(2)         |     | (g/t)             |  | (g/t)  |      | (K oz)              |  | (K oz) |     | (mils)(2) |  | (g/t) |       | (g/t)                |  | (K oz) |        | (K oz)
|El Peñón                 |                        |  |                   |     |                   |  |        |      |                     |  |        |     |           |  |       |       |                      |  |        |        |        |  |     |     |  |  |      |      |  |  |     |     |  |  |       |       |  |  |        |       
|Proven and probable      |                        |  | 5.1               |     |                   |  | 11.0   |      |                     |  | 176    |     |           |  | 1,792 |       |                      |  | 28,782 |        |        |  | 4.7 |     |  |  | 11.8 |      |  |  | 198 |     |  |  | 1,770 |       |  |  | 29,532 |       
|Mineral resources        |                        |  |                   |     |                   |  |        |      |                     |  |        |     |           |  |       |       |                      |  |        |        |        |  |     |     |  |  |      |      |  |  |     |     |  |  |       |       |  |  |        |       
|                         | Measured and indicated |  |                   | 3.0 |                   |  |        | 7.6  |                     |  |        | 143 |           |  |       | 742   |                      |  |        | 13,962 |        |  |     | 2.7 |  |  |      | 6.7  |  |  |     | 136 |  |  |       | 595   |  |  |        | 12,000 | 
|                         | Inferred               |  |                   | 0.9 |                   |  |        | 10.4 |                     |  |        | 241 |           |  |       | 312   |                      |  |        | 7,263  |        |  |     | 1.2 |  |  |      | 11.3 |  |  |     | 224 |  |  |       | 446   |  |  |        | 8,865  | 
|Jerritt Canyon (4)       |                        |  |                   |     |                   |  |        |      |                     |  |        |     |           |  |       |       |                      |  |        |        |        |  |     |     |  |  |      |      |  |  |     |     |  |  |       |       |  |  |        |       
|Proven and probable      |                        |  | 0.7               |     |                   |  | 8.1    |      |                     |  |       |     |           |  | 174   |       |                      |  |       |        |        |  | 1.0 |     |  |  | 8.9  |      |  |  |    |     |  |  | 288   |       |  |  |       |       
|Mineral resources        |                        |  |                   |     |                   |  |        |      |                     |  |        |     |           |  |       |       |                      |  |        |        |        |  |     |     |  |  |      |      |  |  |     |     |  |  |       |       |  |  |        |       
|                         | Measured and indicated |  |                   | 1.3 |                   |  |        | 9.5  |                     |  |        |    |           |  |       | 389   |                      |  |        |       |        |  |     | 1.2 |  |  |      | 8.6  |  |  |     |    |  |  |       | 327   |  |  |        |       | 
|                         | Inferred               |  |                   | 1.1 |                   |  |        | 9.2  |                     |  |        |    |           |  |       | 310   |                      |  |        |       |        |  |     | 0.8 |  |  |      | 9.1  |  |  |     |    |  |  |       | 226   |  |  |        |       | 
|Esquel                   |                        |  |                   |     |                   |  |        |      |                     |  |        |     |           |  |       |       |                      |  |        |        |        |  |     |     |  |  |      |      |  |  |     |     |  |  |       |       |  |  |        |       
|Proven and probable      |                        |  | 7.5               |     |                   |  | 9.7    |      |                     |  | 16     |     |           |  | 2,315 |       |                      |  | 3,716  |        |        |  | n/a |     |  |  | n/a  |      |  |  | n/a |     |  |  | n/a   |       |  |  | n/a    |       
|Mineral resources        |                        |  |                   |     |                   |  |        |      |                     |  |        |     |           |  |       |       |                      |  |        |        |        |  |     |     |  |  |      |      |  |  |     |     |  |  |       |       |  |  |        |       
|                         | Measured and indicated |  |                   | 3.0 |                   |  |        | 3.5  |                     |  |        | 7   |           |  |       | 346   |                      |  |        | 687    |        |  |     | n/a |  |  |      | n/a  |  |  |     | n/a |  |  |       | n/a   |  |  |        | n/a    | 
|                         | Inferred               |  |                   | 2.9 |                   |  |        | 4.7  |                     |  |        | 11  |           |  |       | 434   |                      |  |        | 1,045  |        |  |     | n/a |  |  |      | n/a  |  |  |     | n/a |  |  |       | n/a   |  |  |        | n/a    | 
|Rossi                    |                        |  |                   |     |                   |  |        |      |                     |  |        |     |           |  |       |       |                      |  |        |        |        |  |     |     |  |  |      |      |  |  |     |     |  |  |       |       |  |  |        |       
|Proven and probable      |                        |  |                  |     |                   |  |       |      |                     |  |       |     |           |  |      |       |                      |  |       |        |        |  |    |     |  |  |     |      |  |  |    |     |  |  |      |       |  |  |       |       
|Mineral resources        |                        |  |                   |     |                   |  |        |      |                     |  |        |     |           |  |       |       |                      |  |        |        |        |  |     |     |  |  |      |      |  |  |     |     |  |  |       |       |  |  |        |       
|                         | Measured and indicated |  |                   | 1.7 |                   |  |        | 11.6 |                     |  |        |    |           |  |       | 628   |                      |  |        |       |        |  |     | 1.7 |  |  |      | 11.6 |  |  |     |    |  |  |       | 628   |  |  |        |       | 
|                         | Inferred               |  |                   | 0.9 |                   |  |        | 12.0 |                     |  |        |    |           |  |       | 332   |                      |  |        |       |        |  |     | 0.9 |  |  |      | 12.0 |  |  |     |    |  |  |       | 332   |  |  |        |       | 
|Total - Meridians Share |                        |  |                   |     |                   |  |        |      |                     |  |        |     |           |  |       |       |                      |  |        |        |        |  |     |     |  |  |      |      |  |  |     |     |  |  |       |       |  |  |        |       
|Proven and probable      |                        |  | 13.3              |     |                   |  | 10.0   |      |                     |  | 76     |     |           |  | 4,281 |       |                      |  | 32,498 |        |        |  | 5.7 |     |  |  | 11.2 |      |  |  | 161 |     |  |  | 2,058 |       |  |  | 29,532 |       
|Mineral resources        |                        |  |                   |     |                   |  |        |      |                     |  |        |     |           |  |       |       |                      |  |        |        |        |  |     |     |  |  |      |      |  |  |     |     |  |  |       |       |  |  |        |       
|                         | Measured and indicated |  |                   | 9.0 |                   |  |        | 7.3  |                     |  |        | 51  |           |  |       | 2,105 |                      |  |        | 14,649 |        |  |     | 5.6 |  |  |      | 8.6  |  |  |     | 67  |  |  |       | 1,550 |  |  |        | 12,000 | 
|                         | Inferred               |  |                   | 5.8 |                   |  |        | 7.4  |                     |  |        | 45  |           |  |       | 1,388 |                      |  |        | 8,308  |        |  |     | 2.9 |  |  |      | 10.8 |  |  |     | 95  |  |  |       | 1,004 |  |  |        | 8,865  | 



---

|(1) |  | Estimates for proven and probable mineral reserves and resources
for December 31, 2002 and 2001 were based on assumed gold prices of
$325 and $300 per ounce, respectively. The Companys material reserves
are relatively insensitive to a moderate change in gold price. The
2002 and 2001 year-end mineral reserves and resources were
audited/reviewed by the following qualified persons (as defined in
National Instrument 43-101 of the Canadian Securities Administrators):
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|  |                |  |                                                                                                                                                                                 
|- | -------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | El Peñón       |  | Robin Young, Chief Executive Officer, Western
Services Engineering (independent engineering firm).                                                                              
|  |                |  |                                                                                                                                                                                 
| | Jerritt Canyon |  | Don Birak, Vice President, Exploration,
AngloGold (see Jerritt Canyon on page 21 of this Annual
Information Form for discussion of the Companys relationship with
AngloGold).
|  |                |  |                                                                                                                                                                                 
| | Rossi          |  | 2001 year-end mineral reserves were taken from internal
estimates by Richard Lorson, former Vice President, Exploration,
Meridian.                                              
|  |                |  |                                                                                                                                                                                 
| | Beartrack      |  | 2001 year-end mineral reserves were taken from
internal estimates by Richard Lorson, former Vice President,
Exploration, Meridian.                                              
|  |                |  |                                                                                                                                                                                 
| | Esquel         |  | Robin Young, Chief Executive Officer, Western Services
Engineering (independent engineering firm).                                                                              



10



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##### Table of Contents



|(2) |  | Based on optimized mine plans, which incorporate as necessary the
impacts of dilution and access for Meridians operations.                                                                                                                                                                                                                                                           
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(3) |  | Contained ounces exceed recoverable ounces due to metal losses
experienced during the extraction process. Precious metal recoveries
are dependent on the process used, grade of ore and metallurgy.
estimated gold recoveries are as follows: Jerritt Canyon mill material
- 88%; El Peñón mill material  95%. These estimated recoveries have
not been reflected in the table above.
|   
|(4) |  | This data represents solely the Companys 30% share of the mineral
reserves / resources of the Jerritt Canyon Joint Venture.                                                                                                                                                                                                                                                          

Reconciliation of Mineral Reserves(in thousands)

|                   |  |               |       |                         |  |                     |        |               |  |        |     |        |  |        |       |        |  |  |       |   |  |  |       |  |  |  |       |  |  |  |        | 
|------------------ |  | ------------- | ----- | ----------------------- |  | ------------------- | ------ | ------------- |  | ------ | --- | ------ |  | ------ | ----- | ------ |  |  | ----- | - |  |  | ----- |  |  |  | ----- |  |  |  | ------ | 
|                   |  | Dec. 31, 2001 |       | Ounces Produced in 2002 |  | Increase (Decrease) |        | Dec. 31, 2002
|                   |  |               |       |                         |  |                     |        |              
|                   |  | Gold          |       | Silver                  |  | Gold                |        | Silver        |  | Gold   |     | Silver |  | Gold   |       | Silver
|                   |  | Ounces        |       | Ounces                  |  | Ounces              |        | Ounces        |  | Ounces |     | Ounces |  | Ounces |       | Ounces
|                   |  |               |       |                         |  |                     |        |               |  |        |     |        |  |        |       |       
|El Peñón           |  |               | 1,770 |                         |  |                     | 29,532 |               |  |        | 328 |        |  |        | 5,077 |        |  |  | 350   |   |  |  | 8,043 |  |  |  | 1,792 |  |  |  | 32,498 | 
|Jerritt
Canyon (5) |  |               | 288   |                         |  |                     |       |               |  |        | 100 |        |  |        |      |        |  |  | (14   | ) |  |  |      |  |  |  | 174   |  |  |  |       | 
|Esquel             |  |               |      |                         |  |                     |       |               |  |        |    |        |  |        |      |        |  |  | 2,345 |   |  |  |      |  |  |  | 2,315 |  |  |  |       | 
|                   |  |               |       |                         |  |                     |        |               |  |        |     |        |  |        |       |        |  |  |       |   |  |  |       |  |  |  |       |  |  |  |        | 
|Total              |  |               | 2,058 |                         |  |                     | 29,532 |               |  |        | 428 |        |  |        | 5,077 |        |  |  | 2,681 |   |  |  | 8,043 |  |  |  | 4,281 |  |  |  | 32,498 | 



|(5) |  | This data represents solely the Companys 30% share of the mineral reserves
/ resources of the Jerritt Canyon Joint Venture.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------




Exploration

The Company engages in exploration drilling to develop additional
resources on its projects and to advance existing projects to development of
mine status. In addition, it engages in grassroots exploration in order to
evaluate the quality of projects in which it has an interest.

The following table presents the Companys historical exploration
expenditures for the years ended December 31, 2002 and 2001. The amounts
stated for Jerritt Canyon represent the Companys 30% interest in the Jerritt
Canyon Joint Venture.

Exploration Expenditures

|      |                           |   |                        |       |      |   |        |       | 
|----- | ------------------------- | - | ---------------------- | ----- | ---- | - | ------ | ----- | 
|      |                           |   | Year Ended December 31
|      |                           |   |                       
|      |                           |   | 2002                   |       | 2001
|      |                           |   |                        |       |     
|      |                           |   | (in thousands)        
|      | El Peñón                  |   | $                      | 5,243 |      |   | $      | 4,151 | 
|      | Jerritt Canyon            |   |                        |      |      |   |        | 2,219 | 
|      | Esquel                    |   |                        | 421   |      |   |        | N/A   | 
|      | Other U.S. exploration    |   |                        | 1,571 |      |   |        | 1,168 | 
|      | Other foreign exploration |   |                        | 3,472 |      |   |        | 4,761 | 
|      |                           |   |                        |       |      |   |        |       | 
|Total |                           | $ | 10,707                 |       |      | $ | 12,299 |      
|      |                           |   |                        |       |      |   |        |       | 




Uses of Gold

The principal uses of gold worldwide are product fabrication and bullion
investment. Product fabrication encompasses a broad spectrum of end uses, the
most significant of which is the production of jewelry. Other fabrication uses
include official coins, electronics, miscellaneous industrial and decorative
uses, dentistry, medals and medallions.

11



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Refining and Marketing

Gold is traded as a commodity and can be easily sold in numerous markets
throughout the world at readily determinable prices. Due to the large number
of potential gold purchasers, the Company is not dependent upon any one
customer for its sales. The Companys gold and silver doré production is
currently purchased by refiners in Europe and the United States. In 2002 and
2001, the Company shipped to one refiners and two refiners, respectively, that
represented 10% or more of consolidated sales. In view of the size of the
international bullion markets, the Company believes that several other refiners
would be willing to purchase the Companys production if any of the current
customers should discontinue buying from the Company.




Hedging Program

In the past, the Company has typically sought to protect itself from
downward fluctuations in the market price of gold by entering into put option
contracts. Put options establish a minimum sales price for the production
covered by such contracts, while allowing the Company to participate in any
price increases above the strike price of such options.

Pursuant to the requirements of the Standard Bank loan facility described
in note 6 of the Notes to Consolidated Financial Statements of the Companys
2001 Annual Report, the Company instituted an expanded hedge program in 2001,
consisting of gold fixed forwards and silver forwards. Forward sales contracts
establish a selling price for future production at the time they are entered
into, thereby limiting the risk of declining prices. During 2002, upon the
removal of the Companys long-term credit facility with the Standard Bank
syndicate, the Company was relieved of its requirement to maintain its gold
forward hedge program. The Company closed its long-term gold forward contracts
as of June 30, 2001.

For a detailed discussion of the Companys hedge position at December 31,
2002, see
note 12 in the Notes to Consolidated Financial Statements of the Companys 2002
Annual Report.

As of December 31, 2002, the Companys silver hedging position is as
follows:

|     |  |                 |           |           |  |   |      | 
|---- |  | --------------- | --------- | --------- |  | - | ---- | 
|     |  | Silver Forwards
|Year |  | Ounces          |           | Avg Price
|     |  |                 |           |          
|2003 |  |                 | 2,000,000 |           |  | $ | 5.34 | 
|2004 |  |                 | 2,000,000 |           |  | $ | 5.34 | 
|2005 |  |                 | 2,000,000 |           |  | $ | 5.34 | 

The nature and extent of future gold and silver hedging by the Company is
dependent upon its continuing assessment of gold market conditions and other
factors. Due to changes in market conditions and other factors, there can be
no assurance as to the future success of the Companys hedging program. The
Company may, in the future, utilize alternate hedging vehicles or discontinue
its hedging program entirely, as circumstances warrant.




Risk Factors

The following is a brief discussion of those distinctive or special
characteristics of Meridians operations and industry which may have a material
impact on, or constitute risk factors in respect of, Meridians future
financial performance:

Fluctuations in the Market Price of Precious Metals

The profitability of the Companys operations is directly related to the
market price

12



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##### Table of Contents



of gold and silver. The prices of gold and silver have fluctuated
widely in the past, particularly in recent years, and are affected by numerous
factors, including expectations of inflation, the relative exchange rate of the
U.S. dollar, speculative activities, global and regional demand and production,
political and economic conditions and production costs in major producing
regions. The Company is unable to predict the aggregate effect of these factors,
all of which are beyond the Companys control. If, as a result of a decline in
the price of gold or silver, the Companys marginal revenues were to fall below
and remain below the marginal costs of production at any particular mine for
any significant period, the Company could experience losses at that mine and as
a result may determine that it is not economically feasible to continue
commercial production at that mine.

Mining Industry Risks

The exploration for and development of mineral deposits involves a high
degree of risk, which even a combination of careful evaluation, experience and
knowledge may not eliminate. Few properties that are explored are ultimately
developed into producing mines. Major expenses may be required to locate and
establish material reserves, to develop metallurgical processes and to
construct mining and processing facilities at a particular site. It is
impossible to ensure that the exploration programs planned by the Company will
result in profitable commercial mining operations. Whether a mineral deposit
will be commercially viable depends on a number of factors, including the
particular attributes of the deposit, such as size, grade and proximity to
infrastructure, precious metal prices which are highly cyclical, and government
regulations, including regulations relating to prices, taxes, royalties, land
tenure, land use, importing and exporting of minerals and environmental
protection. Unusual or unexpected formations, formation pressures, fires,
power outages, labor disruptions, flooding, explosions, cave-ins, land slides
and the inability to obtain suitable or adequate machinery, equipment or labor
are other risks involved in the operation of mines and the conduct of
exploration programs.

Accounting for the Impairment of Long-lived Assets

The Company has accounted for the purchase of the Brancote Holdings Plc
(Brancote) assets under purchase accounting policies and procedures, and as
such has allocated the purchase price and associated deferred tax assets into
two categories. First, based upon proven and probable reserves and secondly,
based upon future potential resource enhancement at the site. Should there be
a change in circumstances indicating that the carrying amount of the asset may
not be recoverable (i.e. the recoverability of reserves and or the inability to
foresee future resource enhancement at the site) the Company will need to write
down the associated assets.

In determining whether or not the Company has impairment the Company will
need to review all future cash flows expected to result from the use of the
asset and its eventual disposition. The estimation of future cash flows will
be made based on supportable assumptions and projections. The Company will
first write down the deferred tax asset and deferred tax liability rendering no
impact to the profit and loss statements associated with the deferred tax
asset. Secondly, should further impairment be required the Company will write
down the asset to the profit and loss statements under the heading of
impairment of mining properties.

Recent Operating Income

The Company has incurred net operating income of $52.8 million and $37.9
million for the years ended December 31, 2002 and 2001, respectively. However,
the Company incurred net operating losses in certain prior periods and there
can be no assurances that the Company will continue to achieve net operating
profits in the future.

13



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##### Table of Contents



Uncertainty of Title to Properties

The validity of unpatented mining claims on U.S. public lands, which
constitute a large portion of the Companys U.S. property holdings, is
sometimes uncertain and may be contested.
Due to the extensive requirements and associated expense required to
obtain and maintain mining rights on U.S. public lands, the Companys property
interests are subject to various uncertainties which are common to the
industry, with the attendant risk that some titles, particularly on undeveloped
properties, may be defective. However, the Company is not currently aware of
any existing title uncertainties, which would be material to the Companys
overall operations or financial condition with respect to the Companys
operating properties or any other property it currently has targeted for
development. As a result of the potential uncertainty of title to mining and
exploration properties and the large number of properties which are ultimately
abandoned, expenditures with respect to any particular property to establish
the Companys rights therein are directly related to the level of current
interest in such property and the extent and results of previous expenditures.
The Companys level of interest in any particular mining claim, and related
title expenditures, will in turn vary depending upon whether, and the extent to
which, exploratory drilling and other exploration activities have been or will
be conducted, the results of such drilling and other indices of mineralization
at such claim as indicated through other geological, geophysical,
geostatistical and related procedures. Expenditures to establish the Companys
rights will generally not be significant until such time as extensive drilling
is planned, and such expenditures often continue even after proven or probable
reserves have been established.

The mining code of Chile provides for transfer of titled mineral rights to
a claimant, domestic or foreign, upon completion of a specified process. In
Chile, the law permits corporations to hold title to their mining concessions
in their names. However, under Chilean mining law, the beneficiary of a mining
exploration concession is required to take legal measures to transform its
mining exploration concession into a mining exploitation concession, in
accordance with the mining code. If such measures are not taken by the
Company, or if the annual fees for mining concessions are not paid each year,
the Company can lose its title over its mining concessions, which could have a
material adverse effect on the Companys business, financial condition and
results of operations.

In Chile, the Company maintains title in its name to its properties and
believes that it has completed the requisite title processes. Although the
Company believes it has taken reasonable measures to ensure proper title to its
mining concessions in Chile, there is no guarantee that title to any of its
mining concessions could not be challenged by a third party, which may have
valid claims underlying portions of the Companys interests.

The various properties comprising the Esquel Gold Project are classified
as either claims or mines and are either owned outright by Minera El
Desquite S.A. (MED) or through option contracts between MED and the direct
owners. Claims constitute exploratory rights for a period of time, after which
the tenant must file a discovery manifestation (Manifestacion de
Descubrimiento)with the provincial mining authority in order to change its
status to a mine. A mining property permits the owner to extract the minerals
once the corresponding environmental impact report has been filed. An annual
mining fee must be paid in respect of all mines from the date of their
registration. The aggregate annual mining fee payable with respect to currently
registered mines is 97,600 Argentine pesos. Some of the mining properties held
by MED are currently pending registration with the provincial mining authority
and are not yet required to pay the applicable annual mining fee.

Risk Associated with Foreign Operations

The Company currently has investments and exploration projects in Chile,
Peru, Argentina, and Mexico. These investments and projects, as well as any
other investments or projects made or undertaken in the future in other
developing nations, are subject to the risks
14Table of Contents

normally associated with
conducting business in such countries, including labor disputes and uncertain
political and economic environments, as well as risks of war and civil
disturbances or other risks that may limit or disrupt the projects, restrict
the movement of funds or result in the deprivation of contract rights or the
taking of property by nationalization or expropriation without fair compensation
laws or policies of particular countries,
foreign taxation, limitations on ownership and on repatriation of earnings, and
foreign exchange controls and currency fluctuations. Although the Company has
not experienced any significant problems in its Chilean and other foreign
operations arising from such risks, there can be no assurance that such
problems will not arise in the future. Foreign investments may also be
adversely affected by changes in Canadian laws and regulations relating to
foreign trade, investment and taxation.

Environmental Risks and Hazards

All phases of the Companys operations are subject to environmental
regulation in the various jurisdictions in which the Company operates.
Environmental legislation is evolving in a manner which may require stricter
standards and enforcement, increased fines and penalties for non-compliance,
more stringent environmental assessments of proposed projects and a heightened
degree of responsibility for companies and their officers, directors and
employees. There is no assurance that existing or future environmental
regulation will not materially adversely affect the Companys business,
financial condition and results of operations. Environmental hazards may exist
on the properties on which the Company holds interests which are unknown to the
Company at present and which have been caused by previous or existing owners or
operators of the properties.

Government approvals and permits are currently, or may in the future be,
required in connection with the Companys operations. To the extent such
approvals are required and not obtained, the Company may be curtailed or
prohibited from proceeding with planned exploration or development of
properties.

Failure to comply with applicable laws, regulations and permitting
requirements may result in enforcement actions thereunder, including orders
issued by regulatory or judicial authorities causing operations to cease or be
curtailed, and may include corrective measures requiring capital expenditures,
installation of additional equipment, or remedial actions. Parties engaged in
mining operations, including the Company, may be required to compensate those
suffering loss or damage by reason of the mining activities and may have civil
or criminal fines or penalties imposed for violations of applicable laws or
regulations.

Amendments to current laws, regulations and permits governing operations
and activities of mining companies, or more stringent implementation thereof,
could have a material adverse impact on the Company and cause increases in
exploration expenses, capital expenditures or production costs or a reduction
in levels of production at producing properties or require abandonment or
delays in development of new mining properties.

Governmental Regulation of the Mining Industry

The exploration activities of the Company are subject to various laws
governing prospecting, development, production, taxes, labor standards and
occupational health, mine safety, toxic substances and other matters. Mining
and exploration activities are also subject to various laws and regulations
relating to the protection of the environment. Although the Company believes
that its exploration activities are currently carried out in accordance with
all applicable rules and regulations, no assurance can be given that new rules
and regulations will not be enacted or that existing rules and regulations will
not be applied in a manner which could limit or curtail production or
development. Amendments to current laws and regulations governing the
operations and activities of the Company or more stringent implementation
thereof could have a material adverse effect on the Companys business,
15Table of Contents

financial condition and results of operations.

Properties Without Known Mineable Reserves

Certain of the Companys properties are in the exploration stage and it
has not yet been
determined whether these properties contain ore reserves that are
economically recoverable. The activities of the Company will continue to be
directed towards the search for, evaluation and development of mineral
deposits. There is no assurance that the expenditures of the Company will
result in discoveries of commercial ore bodies. Furthermore, there can be no
assurance that the Companys estimates of future exploration expenditures will
prove accurate, and actual expenditures may be significantly higher than
currently anticipated.

Uncertainty as to Calculations of Material Reserves, Mineral Deposits and
Ore Grades

There is a significant degree of uncertainty attributable to the
calculation of ore reserves, mineral deposits and corresponding material
grades. Until the material is actually mined and processed, ore reserves,
mineral deposits and ore grade must be considered as estimates only.
Consequently, there can be no assurance that any material reserve, mineral
deposits or material grade information contained in this Annual Information
Form will prove accurate. In addition, the quantity of material reserves and
mineral deposits may vary depending on mineral prices and other factors. Any
material change in reserves, ore grades or stripping ratios may affect the
economic viability of the Companys projects. Furthermore, reserve and mineral
deposit information should not be interpreted as any assurance of mine life or
of the potential profitability of existing or future projects.

Requirement of Additional Financing

Future development of the Companys properties may require additional
financing. There can be no assurance that additional capital or other types of
financing will be available when needed or that, if available, the terms of
such financing will be favorable to the Company.

Uninsured Risks

The Company carries insurance to protect against certain risks, in such
amounts as it considers adequate. Risks not insured against in each case
include environmental pollution, mine flooding or other hazards against which
mining companies generally cannot insure or against which the Company may elect
not to insure because of high premium costs or other reasons. Failure to have
insurance coverage for any one or more of such risks or hazards could have a
material adverse effect on the Companys business, financial condition and
results of operations.

Risk of Hedging Strategies

In order to mitigate some of the risks associated with downward
fluctuations in gold prices, the Company has in the past, presently, and may in
the future use various price hedging strategies, such as selling future
contracts for gold, or purchasing put options. The Company continually
evaluates the potential short- and long-term benefits of engaging in such price
hedging strategies based upon current market conditions. No assurance can be
given, however, that the use of price hedging strategies will always benefit
the Company. There is a possibility that the Company could lock in forward
deliveries at prices lower than the market price at the time of delivery. In
addition, the Company could fail to produce enough gold to satisfy its forward
delivery obligations, causing the Company to purchase
16Table of Contentsgold in the spot market
at higher prices to fulfill its delivery obligations. See Item 4: Narrative
Description of the Business - Hedging Program for further discussion of the
Companys hedging program.CompetitionBecause mines have limited lives based on proven ore reserves, the Company
is continually seeking to replace and expand its reserves. The Company
competes with other
mining companies in connection with the search for and acquisition of
properties producing or capable of producing gold and other precious metals.
Existing or future competition in the mining industry could materially
adversely affect the Companys prospects for success in the future.Dependence Upon Key Management PersonnelThe Company is dependent upon a number of key management personnel. The
loss of the services of one or more of such personnel could have a material
adverse effect on the Company. The Companys ability to manage its exploration
and development activities, and hence its success, will depend in large part on
the efforts of these individuals. The Company faces intense competition for
qualified personnel, and there can be no assurance that the Company will be
able to attract and retain such personnel.Potential Volatility of Market Price of Common SharesBoth the Canadian and U.S. stock markets have from time to time
experienced significant price and volume fluctuations that are unrelated to the
operating performance of particular companies. These broad market fluctuations
may adversely affect the market price of the Common Shares. In addition, the
market price of the Common Shares may be highly volatile. Factors such as the
price of gold and precious metals, announcements by competitors, changes in
stock market analyst recommendations regarding the Company, and general market
conditions affecting other exploration and mining companies may have a
significant effect on the market price of the Common Shares. Moreover, it is
likely that during future quarterly periods, the Companys results and
exploration activities may fluctuate significantly or may fail to meet the
expectations of stock market analysts and investors and, in such event, the
market price of the Common Shares could be materially adversely affected. In
the past, securities class action litigation has often been initiated following
periods of volatility in the market price of a companys securities. Such
litigation, if brought against the Company, could result in substantial costs
and a diversion of managements attention and resources, which could have a
material adverse effect on the Companys business, financial condition and
results of operations.DilutionThe Companys Certificate and Articles of Amalgamation, as amended,
provide that the Company has an unlimited number of authorized Common Shares
and Preference Shares that may be issued. Under applicable Canadian law,
shareholder approval is not generally required for the Company to issue shares
of either class of capital stock. Moreover, the Company has various
commitments that could require the issuance of a substantial number of
additional Common Shares as follows: exercise of stock options outstanding
under the Meridian Gold Inc. 1999 Share Incentive Plan, and issuance of Common
Shares pursuant to a Shareholders Rights Plan, which is triggered by a
Take-over Bid meeting certain criteria. For additional details, see Note 11:
Share Capital, of the Consolidated Financial Statements in the Companys 2002
Annual Report to Shareholders, which is incorporated herein by reference.17Table of ContentsCertain Anti-Takeover EffectsThe Company has established a Shareholders Rights Plan, which may have the
effect of making it more difficult for a third party to acquire, or of
discouraging a third party from attempting to acquire, control of the Company.
The Plan may result in holders of the Common Shares receiving a premium over
the prevailing market price for their shares in a change of control
transaction.For further discussion of the Plan, see Note 11: Share Capital, of the
Consolidated Financial Statements in the Companys 2002 Annual Report to
Shareholders, which is incorporated herein by reference.
Property Interests in the United StatesMineral interests in the United States are owned by U.S. federal and state
governments and private parties. In order for the Company to explore or
develop a prospective mineral property that is owned by a private party or by a
state, it must enter into a property or mineral rights acquisition agreement.
The Company may also acquire rights to explore for and produce minerals on U.S.
federally-owned lands. This acquisition is accomplished through the location
of unpatented mining claims upon unappropriated U.S. federal land pursuant to
procedures established principally by the General Mining Law of 1872, as
amended (the General Mining Law) and the Federal Land Policy and Management
Act of 1976 (or the acquisition of previously located mining claims from a
private party as described above). These laws and regulations generally
provide that a citizen of the United States (including a U.S. corporation) may
acquire a possessory right to develop and mine valuable mineral deposits
discovered upon unappropriated U.S. federal lands, provided that such lands
have not been withdrawn from mineral location (which would include, for
example, lands included in national parks and military reservations and lands
designated as part of the National Wilderness Preservation System). This right
can be freely transferred and is protected against appropriation by the
government without just compensation. Also, the claim locator acquires the
right to obtain a patent (or deed) conveying fee title to his claim from the
U.S. federal government upon compliance with certain additional procedures.Substantially all of the Jerritt Canyon proven and probable ore reserves
are located on unpatented mining claims owned or leased by the Jerritt Canyon
Joint Venture. The Jerritt Canyon mill is located on land owned by the joint
venture. Substantially all of the Rossi gold exploration operations are being
conducted on unpatented mining claims owned by the joint venture.
Property Interest in ChileIn Chile, mineral rights are granted by ordinary courts of justice in the
form of mining concessions. Any person, whether a Chilean national or a
foreigner, may apply for the granting of mining concessions subject to
compliance with the requirements under Chilean law. The holder of a mining
concession is protected by the ownership right on such concession. The right
over the concession, which is independent from the ownership right on the
surface land, is transferable and may be subject to mortgage. The mining
concession entitles its holder to dispose of all mineral resources contained
within its boundaries.Mining concessions are of two types:(i)   An Exploration Concession, whereby the holder is legally entitled to
explore for mineral substances in a certain area for a period of two
years, at the expiration of which the concession may be extended for an
additional two year period if the area18Table of Contentscovered by the concession is
reduced by half and provided the applicable annual tax is paid.(ii)   An Exploitation Concession, whereby the holder is legally entitled
to exploit mineral substances contained therein for an indefinite period
of time subject to payment of the annual tax. The Company holds
Exploitation Concessions for all of the land on which current El Peñón
reserves are located.The holder of an Exploration Concession has the exclusive right to
initiate the procedure to obtain an Exploitation Concession within the
boundaries and during the time
period of the Exploration Concession. The holder of each type of mining
concession is entitled by law to impose easements on the surface land in order
to facilitate mining exploration or exploitation activities. Any compensation
to be paid to the owner of the surface land for the easement is to be
determined by mutual agreement or, failing such agreement, by the court. The
acquisition of mineral interests in Chile is normally initiated either through
the filing of an application to the courts to obtain the granting of new mining
concessions or by acquiring existing mining concessions.The legal procedure to obtain the granting of a new mining concession is
regulated in detail in the Chilean Mining Code. A special characteristic of
this judicial procedure is that the applicant is required to be active and to
expedite the proceeding in order to comply with deadlines established in the
Chilean Mining Code for the performance of certain tasks to be fulfilled in
order to obtain the grant of the concession. The judge has an active role, and
the proceeding may become contentious in some cases (i.e., in the event of
third party opposition to the survey petition).The acquisition of mineral interests from parties that already have registered
mining concessions is also considered to be a normal vehicle for initiation of
mining activities in Chile. The execution of an option or promise purchase
contract regarding existing mining concessions may enable an interested party
to develop exploration or exploitation mining work in a given area already
legally protected. Chilean law also enables the party interested in acquiring
a mining concession to enter into a variety of different contractual
arrangements (i.e., deferred installment payments or undertaking to carry out
exploration activities as payment of the purchase price) in contemplating the
option to purchase or abandon the mining concession.
Property Interest in ArgentinaMinerals are the property of the provinces in which they are located.
Private persons can obtain from the respective provincial mining authorities
the exclusive rights to explore and to exploit minerals via permits and
concessions, respectively.The Mining Code considers that both mining exploration and exploitation,
and the concession of a mine and related acts, have higher priority than any
other activity of the soil. Consistently, surface owners cannot prevent the
granting of mining rights and properties or commencement and/or continuity of
mining activities thereon, without prejudice to their right to collect the
corresponding indemnity, as a consequence of the use of their land by the miner
and the damages derived from mining activities.The various properties comprising the Esquel Gold Project are classified
as either permits, ''claims or ''mines and are either owned outright by
MED or through option contracts between MED and the direct owners. An
exploration permit means an exclusive exploration permit granted for a certain
period of time, covering a specific area, by the Mining Authority. The term of
a permit begins 30 days after the date in which the granting resolution issued
by the Mining Authority is notified to the applicant. During the 30-day period
the applicant must begin the work it has proposed in its application (as used
here19Table of Contentsbegin implies physical occupation with equipment and people). The
commencement date cannot be postponed nor interrupted without consent of the
Mining Authority. During the winter a holiday is granted, generally the
Province of Chubut grants 180 days per winter season approximately.Claims constitute exploratory rights for a period of time, after which the
tenant must file a discovery manifestation (Manifestacion de Descubrimiento)
with the provincial mining authority in order to change its status to a mine. A
mining property permits the owner to extract the minerals once the
corresponding environmental impact report has been filed. An annual mining fee
must be paid in respect of all mines from the date of their registration. The
aggregate annual mining fee payable with respect to currently registered mines
is 97,600 Argentine pesos. Some of the mining properties held by MED are
currently pending registration
with the provincial mining authority and MED is not yet required to pay
the applicable annual mining fee.In respect of those properties not owned directly by MED, MED has entered
into option contracts with the direct owners. In all such cases, MED is
required to make an agreed schedule of payments following which it will obtain
outright ownership of the properties, which will be transferred into its name
at the provincial mining authority. These option arrangements provide that the
original owner will retain a form of net smelter royalty (usually around 2 per
cent) once the mine becomes productive.
EmployeesAs of December 31, 2002, the Company had an approximate total of 255
employees, with 15 employees working on site at the Beartrack property. At the
Jerritt Canyon property located near Elko, Nevada, there are approximately 392
employees, all of whom are employees of the Jerritt Canyon Joint Venture, not
of the Company. There are approximately 203 employees in Chile who are
employees of Compañía Minera Meridian, a wholly owned indirect subsidiary of
the Company. None of the Companys employees are covered by a collective
bargaining agreement. There are approximately 43 employees in Argentina who
are employed through a wholly owned subsidiary of the Company. The Company
believes that its relationship with all its employees is good.
DESCRIPTION OF PROPERTIESIncluded herein are certain forward-looking statements that involve
various risks, uncertainties and other factors. See Cautionary Statement on
page 6 of this Annual Information Form.The Company has two principal producing properties, El Peñón, in Chile
(100% ownership), and Jerritt Canyon (30% ownership) located near Elko, Nevada
both of which are identified as material to the Company under National Policy
Instrument 43-101 of the Canadian Securities Administrators. In addition, the
Company has advanced stage exploration programs underway in Chile (at El
Peñón), in Nevada (at Rossi) and in Argentina (at Esquel), and early stage
exploration programs underway primarily in Chile, Peru, Argentina, and Mexico.
El PeñónHistory, Location, Size and AccessThe El Peñón property in Chile was the result of a grass-roots discovery
made by Meridian geologists during the initial stages of opening a new
exploration office in Chile in 1993.20Table of Contents

The El Peñón property is located in the Atacama Desert in northern Chile,
approximately 160 kilometers southeast of Antofagasta. The main access to the
property is via a 40 kilometer paved road connecting the property to the
Escondida Highway, with alternate access via a 40-kilometer gravel road from
the Pan American Highway. The property is comprised of approximately 1,000
square kilometers of contiguous mineral concessions situated at an elevation of
1,800 meters. The El Peñón project is situated on concessions wholly owned by
Compañía Minera Meridian. The Company has access to adequate water for its
mine design. The Company also has agreements for all surface lands required to
facilitate its mining activities. The Company granted a net smelter return to
a private Chilean company on production from previously leased property. The
royalty is on a sliding scale, depending on the price of gold, ranging from 1%
to 3%. The Company bought out this royalty in 2001. No royalty is payable on
land claimed by the Company, where more than 95% of the current reserves are
located.

Geology and Mining

The El Peñón gold-silver deposit is located in the Longitudinal Valley of
northern Chile, between the Mesozoic magmatic arc exposed in the Coast Range to
the west and the Domeyko Cordillera to the east. The Domeyko Cordillera
exposes a structurally complex sequence of Paleozoic to Tertiary volcanic and
sedimentary rocks, which host the large late Eocene-early Oligocene porphyry
copper deposits Escondida, Zaldívar, and Chuquicamata along a north-trending
structural zone.

Volcanic and intrusive rocks located in the Longitudinal Valley are Late
Cretaceous to Eocene in age. This north-trending volcanic belt, which includes
the Augusta Victoria Formation, is characterized as an alkali-enriched,
calc-alkaline volcanic suite that ranges from basaltic andesite to rhyolite.
The bimodal character of this volcanic suite is inferred to have developed in
relation to intra-arc or back-arc extension. The Paleocene to early Eocene
volcanic belt hosts two other significant precious metal deposits, San
Cristóbal and El Guanaco. In addition, the porphyry copper deposits at Cerro
Colorado and Spence are located within this belt.

Volcanic rocks of the Augusta Victoria Formation underlie the El Peñón
district. This formation consists of volcanic rocks that vary from basaltic
andesite to high-silica rhyolite. The low-sulfidation epithermal vein deposit
at El Peñón is spatially associated with a rhyolite dome complex that intrudes
a sequence of pyroclastic and intermediate-composition flows. The dome complex
is laterally extensive, extending a minimum of 3 km from east to west and 5 km
from north to south. The dome complex consists of multiple magma pulses from
several high-angle, crosscutting vent features.

Economic concentrations of gold and silver at El Peñón occur within
volcanic hosted epithermal quartz veins and breccias. Typically, the ore
deposits exhibit long strike length and range up to 24 meters in thickness with
near-vertical dip. The hanging and footwall rocks are tuffs, rhyolites and
andesites.

Mineralization is dominated by gold and silver. Other trace elements and
base metals rarely occur in concentrations above background levels for
epithermal deposits. Mercury and arsenic are present only at very low
concentrations. Gangue minerals within the ore are predominantly quartz,
adularia and iron oxides. Gold is present as free electrum or in association
with pyrite. Visible gold is not uncommon. Silver occurs as electrum, silver
sulfides and silver sulfosalts.

The depth of oxidation is variable, but generally extends 250 to 300
meters below ground level. The majority of the ore is oxidized with the
exception of the southern, deeper extensions of the Quebrada Orito system.
21Table of Contents

The structurally controlled veins at Quebrada Orito have experienced
post-mineral movement, resulting in a tectonized fabric within the ore zones
and adjacent wall rocks. Continuity of the ore zones has not been
significantly disrupted by the post-mineral movement.

Mining of the ore bodies at El Peñón is by open pit and underground
methods.

Open pit mining occurs where the ore zones are near the surface and of
sufficient size. Five small open pits are producing for Quebrada Orito and
zone of the property. Underground production has provided sufficient ore for
the mill. However, open pit mining has resumed and will cease in 2003 and will
begin again depending on exploration results in the later years of the mine
life as underground reserves are exhausted.

Mechanized underground mining began late in the fourth quarter of 1999.
Future underground mining will utilize a variety of methods dependent upon the
geometry of the ore
zone. Access to the mining areas is via two declines. Extraction of ore
is accomplished by drift and fill and bench and fill methods. Backfill will be
placed to facilitate mining of subsequent stopes; cemented backfill will be
used in mining areas adjacent to existing stopes. Cemented backfill is
prepared on the surface with a dedicated batch plant.

Ground conditions are generally good, with many of the access openings
requiring no support. Within the stopes ground support is predominantly
shotcrete. In fractured ground, support will be provided by a combination of
cemented rebar bolts, mesh and shotcrete, depending upon the degree of
fracturing.

The underground production capacity is 2,000 tonnes per day. Underground
mining is by contract with Constructora Gardilcic, who supplied contract
services for construction of the underground development. The mining contract
has an initial term of three years, with available provisions to extend for an
additional two years. Under the terms and conditions of the contract, Meridian
will perform all mine engineering functions as well as providing additional
front-line supervision, for quality control purposes. Meridian provides power
and water; all other costs of production are included in the contract cost
structure. Payment is based upon volume and includes provisions for quality.

Current life of mine plans call for exploitation of proven and probable
mineral reserves of 5.1 million tonnes with an average grade of 11.0 grams per
tonne gold and 176 grams per tonne silver, containing 1.79 million ounces of
gold and 28.8 million ounces of silver over a 6.5 year mine life. Additional
mineralization has been identified at similar or higher grades, which is
expected to be converted to mineable reserves and consequently add significant
mine life. The $77 million in initial construction capital expended at El
Peñón was paid back in 2001.

Milling

Processing of the ore at El Peñón involves primary jaw crushing, SAG
milling, gravity concentration for coarse gold and silver, thickening, cyanide
leach, counter current decantation, tails thickening and filtration,
Merrill-Crowe precipitation and smelting to produce gold and silver doré.
Filtered tailings are stacked in compacted lifts, where proprietary cyanide
destruction technology is employed to reduce cyanide levels to below permitted
levels.

Average gold and silver recoveries are expected to be approximately 95%
and 94%, respectively.

The milling circuit is designed to process 2,000 tonnes per day at a
target grind size

22



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##### Table of Contents



of 105 microns. The Company is currently grinding at 2,000
tonnes per day, at 85% passing 95 microns. Operational flexibility is enhanced
by a crushing capacity which is nearly double that of the mill. Meridian
personnel operate and maintain the process area.

Construction of the process facility took approximately ten months and was
completed in September, 1999. Fluor Daniel Chile S.A. provided engineering,
procurement and construction management for the project.

Electrical power is supplied by a line connected to the national grid.
Back-up diesel fired power generation for the operation of critical mill
equipment is in place and operational. Long-term contracts for major
consumables are in place, as are long-term refining contracts for the doré.

Recent Operations

Following a construction period of ten months, the El Peñón mine began
pre-commercial production on September 1, 1999. Commercial production began
January 1, 2000,
following a startup phase that required no capital modifications to reach
designed throughput levels. The average gold grade processed during 2002 was
15.5 grams per tonne compared to 14.6 grams per tonne in 2001. Production for
2002 was approximately 328,000 ounces of gold and 5.1 million ounces of silver
compared to 318,000 ounces of gold and 4.8 million ounces of silver in 2001.

Quebrada Orito will provide the majority of the underground ore
production, but due to its higher grades, the nearby Quebrada Colorada ore will
provide nearly 50% of the planned ounces mined.

Exploration

Initial drilling on the property by the Company started in November 1993
and has continued through to the present time. In 2002, 371 surface holes
totaling 80,420 meters were drilled.

Exploration efforts have incorporated reverse circulation rotary and
diamond core drilling from both surface an underground platforms. Reverse
circulation rotary drilling is employed for new surface exploration targets,
preliminary definition of deposit extents, and underground delineation in-fill
drilling in the Quebrada Orito vein zone. The bulk of the reverse circulation
rotary drilling has been completed by Harris y CIA, Ltda. of Antofagasta,
Chile. Diamond drill core is used for underground delineation in-fill drilling
in the Quebrada Colorada vein zone and portion of Quebrada Orito, underground
step out exploration targets in Quebrada Colorada and Quebrada Orito, and to
confirm and delineate deposits from surface when underground access is lacking.
Connors, Perforaciónes Ausdril [Chile] Ltda., and Major Drilling Chile S.A.
have completed the bulk of the core holes.

Reverse circulation rotary drilling employs face-sampling hammers or
tricone roller bits. In both cases, the sample is collected or interchanged
directly at the bit face. The drill steel consists of three-or-six meter dual
walled reverse circulation rods. Drill holes are started using casing hammers
to a depth of three to twelve meters. Samples are collected in a conventional
rotary fashion. Once the casing is set, a drill collar is installed and
discharge hoses connected so that cave material is discharged away from the rig
and sampling site. To reduce the possibility of contamination at rod changes
the drill operator closely monitors the amount of waste material discharged.
Another drill hose is connected from the drill head to the sampling cyclone.
Sample lengths vary from 0.5, 1.0, and 2.0 meters depending on the purpose of
the drill hole. Splitting techniques vary from wet to dry drilling and by
sample length. In general, a 3/16 split of the total interval volume is
captured by passing the total recovered material through a Jones or hydraulic
splitter. Two splits per interval are kept for
23Table of Contents

the surface exploration drill
holes. The duplicate samples are used for quality control procedures (blind
field doubles), bulk metallurgical samples and standards, or a physical record
of the mineralized zones. The sample splits are bagged in 30 by 50 centimeter
0.30 millimeter polyethylene bags. A sample tag with the printed number is
stapled to the inside of the bag.

The core rigs are capable of drilling at all angles and to depths
exceeding 500 meters. The dominant core size drilled is 2.4 diameter. The
core rigs use 10 ft. long drill steel and 5 ft. triple tube core barrels. When
necessary due to extensive overburden, the holes are pre-collared using reverse
circulation drill rigs. Company surveyors lay out drill locations and
orientations for rig set-up. The final drill hole location is resurveyed upon
completion and after the rig has vacated the drill site. The down-hole
deviation of all surface drill holes is measured by a digital gyroscopic
method. Core, for both the surface and underground core holes, is placed in
wooden core boxes that are labeled and the down-hole depths recorded on wooden
blocks at core run boundaries. The core is transported to the geology logging
area where the core is cleaned and logged. Core recovery is calculated by
dividing length of the core per run by the run length. Exploration surface and
underground core holes are photographed using a digital camera. Sample
intervals for assaying are defined using both geological contacts and the end
of a drill run, whichever is shorter. Sample intervals do not exceed two meters
in length.

ALS Chemex (Chile) S.A. (ALS) performs sample analysis for underground
and surface exploration drill holes. Once the drill holes are completed the
samples are immediately transported to the ALS preparation facility that is
maintained on site. Pulps are prepared and shipped by ALS to its laboratory in
La Serena, Chile. The Company uses a systematic quality control process that
inserts standards, blanks, and blind field doubles into each drill hole
sequence. Standard and blank locations are determined by the logged geology.
Five different standards with variable grades have been prepared from El Peñón
mineralized material and statistically certified. Quality analysis is an
on-going process on a monthly basis.

The main addition of mineral reserves in 2002 took place in the Vista
Norte Zone located approximately 200 meters east of the north end of Quebrada
Orito.




Esquel

History, Location, Size and Access

The contiguous properties that form the Esquel Gold Project are located in
the Sierra de Esquel, 10 kilometers northeast of the town of Esquel
(population: 30,000) in southern Argentina and comprise an aggregate of 141,000
hectares of land, including 43,365 hectares of land for the Esquel corridor.
The geographic coordinates of these properties is centered at latitude 42°
43S, longitude 71° 11W. The properties are located at elevations between
1,200 and 1,400 meters.

Esquel is serviced 2 days a week by jet aircraft from Buenos Aires. The
various properties comprising the Esquel Gold Project area may be accessed by
traveling from Esquel via National Highways No. 259 (southeast) and No. 40
(northeast) for a total of 26 kilometres to the eastern boundary of the
properties. The individual properties can be accessed from the eastern boundary
of the project area via several dirt roads that require use of 4-wheel-drive
vehicles.

With respect to the Esquel Gold Project and certain other properties
adjacent to the Esquel Gold Project, the table below shows the percentage of
the Companys ownership interests and the relevant area in square kilometres.
The Galadriel-Julia vein system, which constitutes the Esquel Gold Project and
which is the current focus of development for the
24Table of Contents

Company, is located on the
Cordon de Esquel property. Meridian owns its interest in the Cordon de Esquel
property indirectly through MED. There have not been any development
activities on the Leleque, Nahuel Pan or Huemules properties and there are no
current plans for development on such properties or for the Company to acquire
the minority interests in these properties.

|                 |  |                      |       |                          |  |  |       | 
|---------------- |  | -------------------- | ----- | ------------------------ |  |  | ----- | 
|                 |  | Meridian             |       |                          |  | 
|                 |  | Ownership Percentage |       | Area (Square Kilometers)
|                 |  |                      |       |                         
|Cordon de Esquel |  |                      | 100.0 | %                        |  |  | 434   | 
|Leleque          |  |                      | 60.0  | %                        |  |  | 444   | 
|Nahuel Pan       |  |                      | 60.0  | %                        |  |  | 202   | 
|Huemules         |  |                      | 60.0  | %                        |  |  | 330   | 
|                 |  |                      |       |                          |  |  |       | 
|Total            |  |                      |       |                          |  |  | 1,410 | 

Geology

The rock formations on the Esquel Gold Project properties consist mainly
of sub-horizontal andesitic volcanic rocks of Jurassic age with minor
insertions of marine and shallow lagoonal, carbonaceous sediments. The rocks
are cut by vein systems that generally trend north-south, but range from N30LW
to N30LE, and dip steeply to the west or east. The width of the veins typically
ranges from less than 1.0 metre to 12 metres, and the veins have strike lengths
of greater than 2,000 metres. Veins are cut by steeply dipping faults that
generally strike

northeast or west-northwest. Displacement along these faults is generally
less than 100 metres.

The veins contain quartz and chalcedony. Two types of quartz-chalcedony
veins occur on the properties: one type is white to cream-colored, massive to
banded veins; the other is dark gray to black veins containing an amorphous
carbonaceous material that has been classified as pyrobitumen. Some intervals
of the dark veins contain high gold grades. Both types contain ore-grade gold
mineralization. Gold is commonly present in mineralized wall rock adjacent to
the veins. Where mineralized, the wall rock contains pyrite. Gold grades are
generally lower in the mineralized wall rock than in the veins, but some wall
rock contains gold grades greater than 20 grams per tonne. Mineralization
consists of a low-sulfur system containing gold (electrum containing
approximately equal amounts of gold and silver), hessite, pyrargyrite, pyrite,
marcasite, and minor sphalerite, chalcopyrite and arsenopyrite.

Exploration

In early 1998, Sunshine Mining and Refining Company completed a 40-core
hole (approximately 4,200 metres) drilling programme on 16 veins on the La Joya
del Sol property over which MED acquired an option in October 1998 and which it
subsequently acquired outright in October 2000. This property now forms part of
the Esquel Gold Project area.

MED carried out four exploratory core and reverse circulation drilling and
channel sample programmes on the Esquel Gold Project properties in 1999, 2000
and 2001 and is currently completing its fifth drilling and sampling programme
on the properties. These programmes have focused on the deposits in the
Galadriel, Galadriel Sur, Julia and La Joya Del Sol areas of the properties.

MEDs exploration programme has advanced to the pre-feasibility stage and,
in May 2001, Pincock, Allen & Holt, independent engineering consultants, were
engaged to prepare a pre-feasibility study for the Esquel Gold Project. The
pre-feasibility study was completed on October 31, 2001.

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MED has undertaken to mitigate, where possible, the long-term
environmental impacts of its exploration operations. During the years 1999
through 2002, MEDs expenditures for reclamation works have not been material.
The only reclamation works in connection with the Esquel Gold Project carried
out during this period were the on-going restoration of drilling pads and
tracks at Galadriel Surand La Joya del Sol by MED. The expenditures incurred by
MED in connection with these works totaled US$50,000. There are no material
reclamation works currently planned by MED.

The estimates of the measured and indicated resources for the Esquel Gold
Project as of August 18, 2001 reported by Pincock, Allen & Holt in its
pre-feasibility study, at cutoff grades of 2.0, 3.0, 4.0 and 5.0 grams of gold
per tonne, are set forth in the table below (tonnes have been rounded to the
nearest 1,000 tonnes).

Resource Summary (Measured and Indicated)
     (As of August 18, 2001)

|                  |  |              |     |          |  |           |           |           |  |  |       |  |  |  |      | 
|----------------- |  | ------------ | --- | -------- |  | --------- | --------- | --------- |  |  | ----- |  |  |  | ---- | 
|                  |  | Cutoff Grade |     | Resource |  | Gold      |           | Silver   
|Resource Category |  | Gold gpt     |     | Tonnes   |  | Grade gpt |           | Grade gpt
|                  |  |              |     |          |  |           |           |          
|Measured          |  |              | 2.0 |          |  |           | 6,850,000 |           |  |  | 8.47  |  |  |  | 14.5 | 
|                  |  |              | 3.0 |          |  |           | 5,783,000 |           |  |  | 9.57  |  |  |  | 16.1 | 
|                  |  |              | 4.0 |          |  |           | 4,864,000 |           |  |  | 10.72 |  |  |  | 17.8 | 
|                  |  |              | 5.0 |          |  |           | 4,171,000 |           |  |  | 11.76 |  |  |  | 19.3 | 
|Indicated         |  |              | 2.0 |          |  |           | 6,215,000 |           |  |  | 6.91  |  |  |  | 12.7 | 
|                  |  |              | 3.0 |          |  |           | 5,072,000 |           |  |  | 7.90  |  |  |  | 14.2 | 
|                  |  |              | 4.0 |          |  |           | 4,165,000 |           |  |  | 8.86  |  |  |  | 15.8 | 
|                  |  |              | 5.0 |          |  |           | 3,373,000 |           |  |  | 9.89  |  |  |  | 17.3 | 

A measured resource is that part of a resource for which quantity,
grade or quality, densities, shape and physical characteristics of the resource
are so well established that they can be estimated with confidence sufficient
to allow the appropriate application of technical and economic parameters to
support production planning and evaluation of the economic viability of the
deposit. The estimate is based on detailed and reliable exploration, sampling
and testing information gathered through appropriate techniques from locations
such as outcrops, trenches, pits, workings and drill-holes that are spaced
closely enough to confirm both geological and grade continuity. Generally, for
purposes of the Pincock, Allen & Holt pre-feasibility study, measured resources
are those resources within the vein or mineralized boundary that are from 0 to
15 metres from a gold composite in the deposit.

An indicated resource is that part of a mineral resource for which
quantity, grade or quality, densities, shape and physical characteristics, can
be estimated with a level of confidence sufficient to allow the appropriate
application of technical and economic parameters, to support mine planning and
evaluation of the economic viability of the deposit. The estimate is based on
detailed and reliable exploration and testing information gathered through
appropriate techniques from locations such as outcrops, trenches, pits,
workings and drill holes that are spaced closely enough for geological and
grade continuity to be reasonably assumed. Generally, for purposes of the
Pincock, Allen & Holt pre-feasibility study, indicated resources are those
resources within the vein or mineralized boundary that are between 15 and 30
metres from a gold composite in the deposit.



| | Cautionary Note to US Investors concerning estimates of Measured and
Indicated Resources:                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | This section uses the terms measured resources and indicated
resources. We advise US investors that while those terms are recognized
and required by Canadian regulations, the SEC does not recognize them. US investors are cautioned
not to

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| | assume that any part or all of mineral deposits in these
categories will ever be converted into reserves.
| | ---------------------------------------------------------------------------------------------------------

The estimates of inferred resources for the Esquel Gold Project as of
August 18, 2001 reported by Pincock, Allen & Holt in its pre-feasibility study,
at cutoff grades of 2.0, 3.0, 4.0 and 5.0 grams of gold per tonne, are set
forth in the table below (tonnes have been rounded to the nearest 1,000
tonnes).

Resource Summary (Inferred)
     (As of August 18, 2001)

|                  |  |              |     |          |  |           |           |           |  |  |      |  |  |  |      | 
|----------------- |  | ------------ | --- | -------- |  | --------- | --------- | --------- |  |  | ---- |  |  |  | ---- | 
|                  |  | Cutoff Grade |     | Resource |  | Gold      |           | Silver   
|Resource Category |  | Gold gpt     |     | Tonnes   |  | Grade gpt |           | Grade gpt
|                  |  |              |     |          |  |           |           |          
|Inferred          |  |              | 2.0 |          |  |           | 2,648,000 |           |  |  | 4.68 |  |  |  | 9.1  | 
|                  |  |              | 3.0 |          |  |           | 1,509,000 |           |  |  | 6.35 |  |  |  | 12.0 | 
|                  |  |              | 4.0 |          |  |           | 1,083,000 |           |  |  | 7.49 |  |  |  | 13.8 | 
|                  |  |              | 5.0 |          |  |           | 773,000   |           |  |  | 8.72 |  |  |  | 16.2 | 

An inferred resource is that part of a resource for which the quantity
and grade or quality can be estimated on the basis of geological evidence and
limited sampling and reasonably assumed, but not verified, geological and grade
continuity. The estimate is based on limited information and sampling gathered
through appropriate techniques from locations such as outcrops, trenches, pits,
workings and drill holes. Generally, for purposes of the Pincock, Allen & Holt
pre-feasibility study, inferred resources are those resources within the vein
or mineralized boundary that are between 30 and 60 metres from a gold composite
in the deposit.



| | Cautionary Note to US Investors concerning estimates of Inferred
Resources:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | The use of the term resource is not allowed by the Securities and
Exchange Commission (SEC). Generally, estimates other than proven
or probable reserves are not permitted to be disclosed in public
documents filed with the SEC. Such estimates, however, are disclosed in
this document pursuant to exceptions provided in Item 102 of Regulation
S-K of the SEC.                                                                                                                                                                                                                                                                                                                                
|
| | This section uses the term inferred resources. We advise US investors
that while this term is recognized and required by Canadian regulations,
the SEC does not recognize it. Inferred resources have a great amount
of uncertainty as to their existence, and great uncertainty as to their
economic and legal feasibility. It cannot be assumed that all or any part
of an inferred resource will ever be upgraded to a higher category.
Under Canadian rules, estimates of inferred resources may not form
the basis of feasibility or other economic studies. US investors are
cautioned not to assume that part or all of an inferred
resourceexists, or is economically or legally mineable.

It is currently intended that MED will continue its exploratory drilling
programme on the Esquel Gold Project properties in order to enable completion
of a full feasibility study with respect to the properties. MED expects that
the feasibility study will be completed in early 2003.

Given the geology of the project area, MED expects that the development
and mining of the Esquel Gold Project properties will require the use of
conventional open-pit methods.

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Jerritt Canyon

History, Location, Size and Access

The Jerritt Canyon mine, consisting of a number of underground and open
pit mines, is located 57 miles northwest of Elko, Nevada. The Company
participates in the Jerritt Canyon property with AngloGold (Jerritt Canyon)
Corp. (Anglo), which currently operates the mine. Since the discovery of
Jerritt Canyon by Meridian geologists in 1972, the mine has produced over 6.0
million ounces of gold (100%).

Development and mining activities take place at Jerritt Canyon on various
ore bodies within the 120-square-mile claim block, which includes both private
and public lands. Property interests at Jerritt Canyon include owned or leased
unpatented claims and surface rights. None of the areas currently being mined
or developed are subject to royalty payments. The main access to the property
is by a paved state highway from Elko.

Joint Venture Agreement

Pursuant to the joint venture agreement governing the Jerritt Canyon Joint
Venture, Anglo acts as manager of the project and conducts all mining and
processing, exploration, drilling and related operations. However, as a 30%
participant, the Company is actively involved in budgeting, production and
exploration. Each participant has the right to take in kind or dispose of its
individual interest in all ore and minerals extracted from the Jerritt Canyon
properties. Joint venture costs are allocated to each participant in
proportion to its interest. The Company also pays Anglo a management fee of
2.0% of the Companys share of the joint ventures gross revenues.

Although Anglo has the authority to make most decisions with respect to
daily operations of Jerritt Canyon, approval of the Company is required for the
annual operating budget and exploration program, as well as any major capital
expenditures.

Pursuant to the joint venture agreement, a transfer of the interest of
either joint venture participant in the joint venture to any non-affiliate is
subject to a good faith right of first negotiations with the other for the sale
to the other party of such interest. Unless otherwise terminated by mutual
agreement, dissolution or insolvency, the joint venture agreement for Jerritt
Canyon will remain in effect until June 17, 2026 or for such longer periods as
exploration, development or production by the joint venture continues.

Geology and Mining

The multiple gold deposits in the Jerritt Canyon district are typical of
the disseminated, sediment-hosted mineralization unique to northern Nevada.
All of the economic mineralization occurs beneath the Roberts Mountain Thrust,
and important regional feature, in Lower Plate carbonate rocks. The Roberts
Mountains and Hanson Creek Formations host all of the important deposits. The
best mineralization occurs where high-angle structures intersect favorable
stratigraphy or lithologic contacts. These high-angle structures have been
conduits for ore fluids, and the ore deposits occur both as structurally
controlled and bedded or stratiform bodies. The most important directions for
structural control are N 70 W and NE. In the zones of mineralization,
brecciation is common, there is a strong correlation with antimony and arsenic,
and all of the gold is fine grained.

Much of the area is covered by an overthrust sequence of silicic rocks
that are unfavorable for gold mineralization. Most of the known ore bodies
were discovered where these overlying unfavorable rocks had been eroded away,
and the host carbonate rocks were exposed. However, detailed exploration and
drilling can be used in the overthrust sequence

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to target the favorable carbonate lithologies that repeat the sections and
create additional potential. The mineralization extends from the surface down
to at least 600 meters.

Gold mineralization at Jerritt Canyon has historically occurred at varying
depths, making both open pit and underground mining practical on the property.
However, open pit mining at the property ended in 1999 with completion of the
DASH open pit. Exploration results indicate that the most promising deposits
for future mining on the property lie at depths dictating the use of
underground mining methods.

Mining at Jerritt Canyon commenced in 1981 and was conducted from both
open pit and underground sources. Currently, all mining is from underground
sources. The selection of mining method depends upon numerous factors, such as
the depth of the deposit, geometry of the ore body, the grade and quantity of
gold in the deposit, the material type of the deposit, and the economics of
mining and processing compared to the expected gold price during the ore bodys
life.

Underground mining began at Jerritt Canyon in 1994, and over the past few
years has grown to be the sole source of ore at the property. Current material
reserves at Jerritt Canyon are completely underground, where the costs of
development and extraction are greater than in traditional open pit methods on
a per ton basis, which is mitigated by the higher grades obtained.

Underground mining includes cut and fill methods, either bench and fill or
underhand drift and fill. Drifting and mining are conducted in either 15 by 15
foot or 12 by 12 foot openings. An engineered cemented backfill material is
used for most ground support. The basic mine layouts comprise a main access
decline, at 12.5% gradient, suitable for truck haulage. Mining stopes are
primarily transverse to the strike of the deposit and mining begins at the
center of the ore zone. Primary stopes are then mined to the ore extremities,
followed by the secondary and the tertiary stopes. The physical ore zone
features include varying thickness, undulating waste-metal bearing contacts,
assay walls, irregular continuity, and variable tonnage per foot of strike
length.

The Smith mine area is being developed by a new decline from the bottom of
the DASH open pit. This decline has accessed new reserves and resources in the
Coulee and 170 deposit areas and will start production in 2003.

Milling

Ore is hauled from the underground mines and sub-grade stockpiles and
stockpiled at the mill for processing. The haul distance ranges up to 15 miles
depending on the mine source.

At the Jerritt Canyon mill, the extraction facility processes carbonaceous
ore in a dry grinding roasting circuit. Although the facility has achieved
higher processing rates, the circuit has a design capacity of approximately
3,630 tonnes per day. At the dry mill, material is crushed and dried, and then
finely ground and mixed with coal. This mixture is introduced into the tops of
two fluid-bed roasters. The ore is heated and brought into contact with
oxygen-rich gases that oxidize the sulfide and carbon compounds. The gases
produced in the roasting process pass through a scrubbing system to control
emissions. The roasted ore goes to a quench tank to cool and then to a
thickener to increase the density of the slurry before entering the carbon in
leach (CIL) tanks. Sodium cyanide is then used to dissolve the gold from the
ore slurry and the gold is absorbed onto activated carbon.

Gold from the CIL circuit is removed from the carbon using a carbon
stripping process which involves the use of hydrochloric acid, sodium hydroxide
and sodium cyanide.

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Gold is recovered from the stripping solution using the Merrill-Crowe
process, which utilizes zinc powder to precipitate the gold. The gold
precipitate is reacted with nitric acid to remove the excess zinc, retorted to
collect the minor quantity of contained mercury in the precipitate, melted, and
then cast into doré bars which are ultimately sold to outside refineries for
further processing into gold products.

Tailings from the milling process are deposited in a clay-lined
impoundment pond.

Recent Operations

In 2002, Meridians 30% share of gold production was 100,000 ounces,
compared to the 98,000 ounces produced in 2001. Grades in 2002 and 2001 were
8.5 and 8.7 grams per tonne, respectively. Mining activities in 2002 were
focused at the Murray and SSX underground mines, along with limited production.
Cash cost per ounce increased to $257 in 2002 from $218 in 2001.

As of December 31, 2002, Meridians 30% share of proven and probable
mineral reserves was approximately 0.7 million tonnes containing 174,000 ounces
of gold, versus 1.0 million tonnes containing 288,000 ounces of gold as of
December 31, 2001.

Sale of Property

Subsequent to the 2002 year-end, the Company subsidiary, Meridian Gold
Jerritt Canyon Corporation, and AngloGold (Jerritt Canyon) Corp., had entered
into a purchase and sale agreement with Queenstake Resources Ltd.
(Queenstake) to sell their combined interest of the Jerritt Canyon Joint
Venture, with an estimated closing date in April, 2003. However, this
purchase and sale agreement was terminated, as terms of the agreement
were not satisfied. See Item 3: General
Development of the Business.




Rossi

The Rossi property is geographically situated between the Antelope and
Boulder Creek drainages in the low rolling hills of the Sheep Creek Range, 26
miles northwest of Carlin, Nevada, and is part of the well-known Carlin Trend.
Access to the property is by all-season gravel roads either through Boulder
Valley or the Newmont Gold Company/Barrick Gold Corporation owned mining areas.
The property is approximately 3.5 and 5 miles northwest of the Meikle (Barrick
Gold Corporation) and Post/Betze (Barrick Gold Corporation/Newmont Gold
Company) deposits, respectively, and immediately adjacent to the Dee gold mine
(Glamis Gold Ltd.), currently in the closure process. The land position
encompasses 10.7 square miles of unpatented mining claims as well as patented
mining claims on U.S. federally owned ground.

Gold mineralization at Rossi is typical of the sediment-hosted
mineralization on the Carlin Trend. Although the highest grade deposits occur
in the lower plate carbonate rocks in the Roberts Mountains and Popovich
Formations, lower grade mineralization also occurs in the siliciclastics of the
upper plate. At Rossi, the focus of deep drilling at the STORM Resource (which
is the main host of the deposit) has been the gold mineralization in the
Popovich Formation. This mineralization occurs at depths from 200 to more than
600 meters. It is localized along the intersection of steeply dipping,
high-angle northwest trending structures, a wide zone of shallow
westward-dipping faults (Dee Fault), and the favorable Popovich lithologies of
silty carbonates and carbonate breccias. Pyrite, strong silicification, and
brecciation are all associated with the mineralization. This mineralization is
the higher grade downward extension of the Dee deposit, which is an open pit
mine immediately to the south.

Nearly all of the property is covered by upper plate rocks, which are poor
ore hosts, above the Roberts Mountains Thrust. However, detailed mapping,
sampling, and drilling

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have been successful in targeting and discovering high grade
mineralization in the favorable lower plate carbonate horizons at depth. The
Roberts Mountains Formation, which hosts a significant portion of the
mineralization elsewhere on the Carlin Trend, has not yet been tested at Rossi.

The most promising area drilled to date, referred to as the STORM
Resource Area, is located in the southern portion of the Companys claim
block. In 1998, the Company completed a joint venture agreement with Barrick
Gold Corporation to develop, operate, and further explore the Rossi property.
The Rossi Joint Venture (60% Barrick/40% Meridian) has rights to 100% of the
precious metal bearing ores on the Rossi property. Barrick maintains a 60%
interest in the project if it spends $15 million by December 31, 2003.

The Meridian-Barrick joint venture agreement on the Rossi property was
announced on September 14, 1998. The agreement creates an operating and
exploration partnership on the Rossi property, with Barrick bringing
substantial underground experience in similar rock and ground conditions and
the constructed facilities necessary to process Rossi material. Barricks
proven exploration results and thorough understanding of Carlin Trend geology
should enhance the process of exploiting the gold potential of this 28 square
kilometer claim block.

If the Joint Venture mines ore from Rossi, Barrick is required to process
up to 1,000 tons (short tons) per day at its nearby facilities; if the joint
venture is terminated, Meridian retains the right to process up to 500 tons per
day of Rossi material at Barricks facilities, on a custom-milling basis. In
2001, Meridian calculated that the STORM Resource Area contained 2.5 million
tonnes of mineralized material, averaging 11.8 grams per tonne, for 960
thousand ounces of gold, using a cut-off grade of 6.8 grams per tonne.

As part of the underground program, a 1,039 meter decline was completed to
access a portion of the STORM Resource for underground drilling. This decline
was completed late in December 1999, along with 204 meters of additional
ancillary underground development.

Utilizing the 1,039 meter STORM decline for access, 35 underground drill
holes, totaling 2,539 meters, were drilled into the 49er Zone from January
through April 2000. The underground program, drilled on 30 meter spacing,
validated the previously modeled, structurally controlled, distribution of
high-grade material. The best hole encountered 14.5 meters of 32.2 grams per
tonne gold. No underground work was conducted in 2001 and 2002.

Surface work for 2002 consisted of detailed mapping, sampling, geophysics
and drilling of two holes totaling 2,808 meters. These deep holes ranged from
1,268 to 1,540 meters in depth and tested a region of known mineralization in
the STORM Resource, as well as new targets elsewhere on the property.
Exploration plans for 2003 consist of substantial underground work, including
reserve drill-delineation of the 49er Zone, and minor surface drilling,
within the Resource and elsewhere on the property.




Beartrack

History, Location, Size and Access

The 100%-owned Beartrack mine was an open pit operation with a heap leach
facility located approximately 11 miles west of Salmon, Idaho, near the
historic mining town of Leesburg. The Beartrack property comprises
approximately five square miles of patented and unpatented mining claims. The
Company depleted the resource at the Beartrack mine in March of 2000. The
operation is now in a care and maintenance mode, producing residual wash-down
ounces from the heap leach pad. The work force was reduced from 179 to 17 by
August of 2000.

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Recent Operations

As of December 31, 2002 and 2001, Beartrack was fully depleted, with any
ounces produced coming from residual ounces on the heap leach pad. Gold
production in 2002 at Beartrack was 9,000 ounces, compared with 19,000 ounces
produced at Beartrack in 2001. As of March 22, 2000, all reserves at Beartrack
had been exhausted and mining operations have concluded. Residual heap
leaching at the property is expected to continue throughout 2003.




Legal Proceedings

Since the Royal Mountain King (RMK) Mine ceased operations in July 1994,
Meridian Beartrack Company (Meridian Beartrack) has focused its efforts at
RMK on final closure of the Mine in accordance with environmental requirements.
In spite of compliance with the requirements of the permits and approvals
issued by the California Regional Water Quality Control Board for the Central
Valley Region (RWQCB), exceedances to ground and surface water quality limits
have been detected. In March 2001, the RWQCB issued a new Waste Discharge
Order (the New Waste Discharge Order) which reclassified the Mines
overburden disposal sites in such a manner as to impose significantly more
stringent closure requirements, as well as imposing closure requirements
involving other facilities. At the same time, the RWQCB issued a Cease and
Desist Order (the Order) imposing a schedule of tasks for compliance with the
New Waste Discharge Order. Meridian Beartrack has appealed the Order to the
State Water Resources Control Board (the State Board). Based on further
extensive technical analysis, Meridian Beartrack and its consultant, GeoSyntec
Consultants, do not believe that releases of contaminants from the overburden
disposal site (ODS) have in fact occurred, but that the detected exceedances
are in fact due to rising, naturally occurring poor quality groundwater.
Because of extensive technical work being done for Meridian Beartrack on these
issues, and ongoing discussions between Meridian Beartrack and the RWQCB staff,
the RWQCBs Executive Officer agreed with Meridian Beartracks request to the
State Board that its appeal be held in abeyance until further notice. The
State Board acceded to this request in July 2002. Unfortunately, substantial
progress in resolving the issues with the RWQCB has not been made, and Meridian
Beartrack has determined that the best course of action is to provide notice to
the State Board to continue its appeal. This ultimately would lead to a
workshop and hearing by the State Board. The Company also has supplemented the
record with specific closure plans for the waste management unit (WMU) based
on the additional technical analysis of its consultants. Previously, in
accordance with the New Waste Discharge Order, Meridian Beartrack has submitted
Technical Memoranda to the RWQCB for programs that Meridian Beartrack and its
consultants consider to be more economically and technically feasible than the
programs which would be dictated by the New Waste Discharge Order, while still
affording equivalent protection of water quality. The RWQCB staff have not
agreed with the Technical Memoranda. The RWQCB is to conduct a hearing
regarding Meridian Beartracks technical submittals during April 24/25, 2003,
at which Meridian Beartrack expects the continued opposition of the staff. The
likely result will be a supplemental appeal to the State Board, with a current
record including the closure plans and additional technical analysis. The
Company has accrued sufficient amounts to cover implementation of the programs,
which it has proposed in the Technical Memoranda. If, following any appeals,
the RWQCB rejects the programs presented, or a significant part thereof, the
potential costs of compliance to Meridian Beartrack likely would increase
significantly, exceeding the amounts currently accrued by a material amount.

The Company has certain other contingent liabilities, claims and
commitments incident to the ordinary course of business. Management believes
that the probable resolution of such contingencies will not materially affect
the financial position or results of operations of the Company.

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ITEM 5:   SELECTED CONSOLIDATED FINANCIAL INFORMATION

Reference is made to pages 17 through 42 of the 2002 Annual Report to
Shareholders, which is incorporated herein by reference.

Dividends are payable to shareholders at the discretion of the Board of
Directors; no dividends were declared in either 2001 or 2002.




ITEM 6:   MANAGEMENTS DISCUSSION AND ANALYSIS

Reference is made to Managements Discussion and Analysis on pages 19
through 24 of the 2002 Annual Report to Shareholders, which is incorporated
herein by reference.




ITEM 7:   MARKET FOR SECURITIES

Meridians Common shares are listed on both the Toronto Stock Exchange
(TSX) and the New York Stock Exchange(NYSE). Stock trading history for
each quarter of 2001 and 2002 can be found on page 42 of the Companys 2002
Annual Report. The closing price of the Companys stock on March 24, 2003, the
Companys Record Date, was $9.05 USD on the NYSE and $13.45 CAD on the TSX.

U.S. Shareholders Only:

The Company may potentially be treated as a passive foreign investment
company (PFIC), as defined in Section 1297 of the Internal Revenue Code of
1986, as amended, depending upon whether (i) 75% or more of its gross income is
passive income; or (ii) 50% or more of the average amount of its assets produce
(or are held for the production of) passive income.

For the years ended December 31, 2002 and 2001, the Company does not
believe it is a PFIC as defined in Section 1297 of the Internal Revenue Code of
1986. The Company believes that it may be viewed as a PFIC for the calendar
year ended December 31, 1999. The Company does not believe it was a PFIC for
any prior years. The Companys determination in this respect has been made
after reviewing the PFIC provisions and applying such provisions to its past
and present situation. Although it is considered unlikely, there can be no
assurance that the Companys determination concerning its PFIC status may not
be challenged by the IRS, or that the Company will be able to satisfy record
keeping requirements which are imposed on certain PFICs. The Company intends
to make annual information available to each U.S. Holder as to its potential
PFIC status and income to be reported.

If a U.S. Holder does not make an election with respect to a PFIC, such
U.S. Holder may be subject to additional tax and to an interest charge upon
receiving certain dividends from a PFIC, or upon the disposition of shares of a
PFIC. The tax and interest charge are determined by allocating the
distribution or gain over the U.S. Holders holding period of the stock,
imposing tax at the highest rate in effect for each tax year to which the
excess distribution is allocated, and calculating interest on that unpaid tax.

If the U.S. Holder makes a timely election either to treat a PFIC as a
qualified electing fund (QEF) or to mark-to-market any publicly-traded PFIC
stock, the above-described rules generally will not apply. If a QEF election
is made, a U.S. Holder would include annually in gross income his or her pro
rata share of the PFICs ordinary earnings and net capital gain, regardless of
whether such income or gain was actually distributed.

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The mark-to-market election would cause a PFIC shareholder to include in
income each year an amount equal to the excess, if any, of the fair market
value of the PFIC stock as of the close of the taxable year over the
shareholders adjusted basis in such stock; or allow the shareholder a
deduction for the excess, if any, of the adjusted basis of the PFIC stock over
its fair market value as of the close of the taxable year. The shareholders
adjusted basis in the PFIC stock is increased by the amount included in income
and decreased by any deductions allowed.

The PFIC rules are exceedingly complex and, therefore, each U.S. Holder is
encouraged and expected to consult his or her own tax advisor regarding the
effect of the Companys potential PFIC status on such U.S. Holder.




ITEM 8:   DIRECTORS AND OFFICERS

Reference is made to the sections Election of Directors, Nominees for
Election to the Board of Directors and Statement of Corporate Governance
Practices on pages 3 through 5 of the Management Proxy Circular dated April
11, 2003 for information regarding the current directors of the Company, the
Committees of the Board and ownership of shares of the Company by directors and
senior officers, which pages are incorporated herein by reference.




ITEM 9:   ADDITIONAL INFORMATION

The Company will provide to any person or Company, upon request to the
Secretary of the Company, the following information:



|1) |  | When the securities of the Company are in the course of a distribution
pursuant to a short form prospectus or a preliminary short form prospectus
which has been filed in respect of a proposed distribution of its
securities:
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | one copy of the latest annual information form, together with one
copy of any document, or the pertinent pages of any document,
incorporated therein by reference;                                                                                                                                                                                       
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | one copy of the comparative financial statements of the Company for
its most recently completed financial year together with the
accompanying report of the auditor and one copy of the most recent
interim financial statements of the Company that have been filed, if
any, for any period after the end of its most recently completed
financial year;
|
| | c) |  | one copy of the information circular of the Company in respect of
its most recent annual meeting of shareholders which involved election
of directors or one copy of any annual filing prepared instead of that
information circular, as appropriate; and                                                                                                
|
| | d) |  | one copy of any other documents incorporated by reference into the
preliminary short form prospectus or the short form prospectus not
required to be provided under items (a) through (c), above; or                                                                                                                                                     



|2) |  | at any other time, one copy of any of the documents referred to in items
(1)(a) through (1)(c) above, provided that the Company may require the
payment of a reasonable charge if the request is made by a person or
company that is not a security holder of the Company.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

34



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Additional information, including directors and officers remuneration and
indebtedness, principal holders of the Companys securities and options to
purchase securities, is contained in the Companys Management Proxy Circular
dated April 11, 2003. As well, additional financial information is provided in
the Companys 2003 Annual Report.

35



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##### Table of Contents






MERIDIAN GOLD INC.

FORM 40-F DECEMBER 31, 2002





CONTROLS AND PROCEDURES

Within the 90-day period prior to the filing of this report, an evaluation was
carried out under the supervision of and with the participation of the
registrants management, including our President and Chief Executive Officer
and Vice President, Finance and Chief Financial Officer, of the effectiveness
of our disclosure controls and procedures (as defined in Rule 13a-14(c)) under
the Securities Act of 1934. Based on that evaluation our President and Chief
Executive Officer and Vice President, Finance and Chief Financial Officer
concluded that the design and operation of these disclosure controls and
procedures were effective. No significant changes were made in our internal
controls or in other factors that could significantly affect these controls
subsequent to the date of their evaluation.




UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

Undertaking

The Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Securities and Exchange
Commission (SEC) staff, and to furnish promptly, when requested to do so by
the SEC staff, information relating to: the securities registered pursuant to
Form 40-F; the securities in relation to which the obligation to file an annual
report on Form 40-F arises; or transactions in said securities.

Consent to Service of Process on Form F-X in connection with the Common Shares
of the Registrant is being filed concurrently with the Securities and Exchange
Commission.




SIGNATURE

Pursuant to the requirements of the Exchange Act, the Registrant certifies that
it meets all of the requirements for filing on Form 40-F and has duly caused
this annual report signed on its behalf by the undersigned, thereto duly
authorized.

|               |  |                    |  |                        |  |                            
|-------------- |  | ------------------ |  | ---------------------- |  | ---------------------------
|               |  | MERIDIAN GOLD INC.
|               |  |                    |  |                        |  |                            
|               |  | By:                |  | /s/ Peter C. Dougherty
|               |  |                    | 
|               |  |                    |  | Name:                  |  | Peter C. Dougherty         
|               |  |                    |  |                        |  |                            
|               |  |                    |  | Title:                 |  | Vice President, Finance and
|               |  |                    |  |                        |  |                            
|               |  |                    |  |                        |  | Chief Financial Officer    
|               |  |                    |  |                        |  |                            
|               |  |                    |  |                        |  |                            
|April 10, 2003 |  |                    |  |                        |  |                            





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##### Table of Contents






EXHIBITS

The following exhibits are filed as part of this annual report on Form
40-F:

|       |  |                                                                                                                                                                                                                                                                           
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number |  | Exhibit                                                                                                                                                                                                                                                                   
|1.     |  | Consent dated
April 2, 2003 of KPMG LLP, Independent Auditors.                                                                                                                                                                                                            
|2.     |  | The Corporations consolidated financial statements for the year
ended December 31, 2002 and Managements Discussion and Analysis of
Financial Conditions and Results of Operations thereon prepared in
accordance with Canadian generally accepted accounting principles.
|3.     |  | Meridian Gold Inc. management proxy circular relating to the Annual
and Special Meeting of Shareholders to be held on May 8, 2003                                                                                                                                         
|4.     |  | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
2003                                                                                                                                                                                                   
|5.     |  | Consent dated March 25, 2003 of AngloGold (Jerritt Canyon) Corp.                                                                                                                                                                                                          
|6.     |  | Consent of William H. Wulftange, P. Geo., a qualified
person as defined by National Instrument 43-101.                                                                                                                                                                  
|7.     |  | Consents dated March 20, 2003 of Robin J. Young, Chief
Executive Officer, Western Services Engineering (independent
engineering firm).                                                                                                                                    
|8.     |  | Certification of Annual Report on Form 40-F for the year ended
December 31, 2002.                                                                                                                                                                                         
|9.     |  | Form F-X dated April 10, 2003.