# U.S. SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

# FORM 40-F

|[ ] | 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 Number:  001-31522
|---------------------------------------------- | ----------------------------------

ELDORADO GOLD
CORPORATION 
(Exact name of
Registrant as specified in its charter)

N/A
(Translation of Registrants name into English)

Canada
(Province or other jurisdiction of incorporation or organization)

1040
(Primary Standard Industrial Classification Code Number)

N/A
(I.R.S. Employer Identification Number)

Suite 920-1055 West
Hasting Street
Vancouver, British Columbia 
Canada V6E 2E9
(604) 687-4018
(Address  and telephone number of Registrants principal executive offices)

CT Corporation
111 Eighth Avenue, 13 Floor 
New York, NY 10011;  Telephone:  (212) 894-8940
(Name, address and telephone number of agent for service in
the United States)

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

|Title of each classCommon Shares, without par value | Name of each exchange on which registeredThe American Stock Exchange
|--------------------------------------------------- | --------------------------------------------------------------------

Securities registered or to be
registered pursuant to Section 12(g) of the Act:    None

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

For annual reports, indicated 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 as of the close of
the period covered by the annual report: The registrant had 206,204,010 common shares
issued and outstanding at December 31, 2002.

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 filing
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
|------ | --

---

# Explanatory Note

Eldorado Gold Corporation (the
Company or the Registrant) is a Canadian issuer eligible to file
its annual report pursuant to Section 13 of the Securities Exchange Act of 1934 (the
1934 Act) on Form 40-F. The Company is a foreign private
issuer as defined in Rule 3b-4 under the 1934 Act and in Rule 405 under
the Securities Act of 1933. Equity securities of the Company are accordingly exempt from
Sections 14(a), 14(b), 14(c), 14(f) and 16 of the 1934 Act pursuant to
Rule 3a12-3.

The Company prepares its consolidated
financial statements in accordance with Canadian GAAP and reconciled to U.S. GAAP. Unless
otherwise indicated, all dollar amounts in this report are in United States dollars. The
exchange rate of Canadian dollars into United States dollars, on December 31, 2002,
based upon the noon buying rate in New York City for cable transfers payable in Canadian
dollars as certified for customs purposes by the Federal Reserve Bank of New York, was
U.S.$1.00 = CDN$1.5800.

# CONTROLS AND PROCEDURES

Within the 90-day period prior to the
filing of this report (Date of Evaluation), an evaluation was carried out
under the supervision of and with the participation of the Companys management,
including the Chief Executive Officer (CEO) and Chief Financial Officer
(CFO), of the effectiveness of our disclosure controls and procedures (as
defined in Rule 13a  15(c) and Rule 15d  15(c) of the Securities Exchange Act
of 1934, as amended).  Based on that evaluation the CEO and the CFO have concluded
that the Companys disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in reports that it files or submits
under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported within the time periods specified in U.S. Securities and Exchange Commission
rules and forms.

There have been no significant
changes in our internal controls or other factors, which could significantly affect
internal controls subsequent to the date of the evaluation. Therefore, no corrective
actions were taken.

The Companys management,
including the CEO and CFO, does not expect that its disclosure controls and procedures or
internal controls and procedures will prevent all error and all fraud. A control system,
no matter how well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design of a
control system must reflect the fact that there are resource constraints, and the benefits
of controls must be considered relative to their costs. Because of the inherent
limitations in all control systems, no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within the Company have
been detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of simple error or
mistake. Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the control. The
design of any system of controls also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions; over time, control may
become inadequate because of changes in conditions, or the degree of compliance with the
policies or procedures may deteriorate. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and not be
detected.

# NON-AUDIT SERVICES

Since the enactment of the
Sarbanes-Oxley Act of 2002, all non-audit services, performed by the Companys
auditor, for the fiscal year ended December 31, 2002, have been approved by the Audit
Committee of the Company. In 2002, the external auditors received Cdn$277,332 for audit
and assurance services and Cdn$121,175 for non audit services. Non audit services include
tax services (Cdn$80,875) and transaction support services in Turkey (Cdn$40,300).

---

# UNDERTAKING

Registrant
undertakes to make available, in person or by telephone, representatives to respond to
inquiries made by the Commission staff, and to furnish promptly, when requested to do so
by the Commission 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

The
Company filed an Appointment of Agent for Service of Process and Undertaking on
Form F-X on October 31, 2002 with respect to the class of securities in relation to
which the obligation to file the Form 40-F arises, which Form F-X is
incorporated herein by reference.

# FORWARD-LOOKING
STATEMENTS

This
annual report and the exhibits attached hereto contain forward-looking statements
concerning the Registrants plans at its properties, plans related to its business
and other matters. These statements relate to analyses and other information that are
based on forecasts of future results, estimates of amounts not yet determinable and
assumptions of management.

Statements
concerning reserves and mineral resource estimates may also be deemed to constitute
forward-looking statements to the extent that they involve estimates of the mineralization
that will be encountered if the property is developed, and in the case of mineral
reserves, such statements reflect the conclusion based on certain assumptions that the
mineral deposit can be economically exploited. Any statements that express or involve
discussions with respect to predictions, expectations, beliefs, plans, projections,
objectives, assumptions or future events or performance (often, but not always, using
words or phrases such as expects or does not expect, is
expected, anticipates or does not anticipate,
plans, estimates or intends, or stating that certain
actions, events or results may, could, would,
might or will be taken, occur or be achieved) are not statements
of historical fact and may be forward-looking statements. Forward-looking
statements are subject to a variety of risks and uncertainties which could cause actual
events or results to differ from those reflected in the forward-looking statements,
including, without limitation:

| |  | The
Registrants ability to generate revenue from operations, or to continue to raise
funds through other sources for the further exploration and development of its
properties, will be highly dependent on the price of gold, which has a history of wide
fluctuation.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The
Registrant is in the business of exploring, developing, and operating natural resource
properties, which by its nature involves a significant amount of risk. Discrepancies
between actual and estimated reserves, and between estimated and actual metallurgical
recoveries for the Registrant may have significant financial impact.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Some
of the Registrants properties are in the exploration stage and without a known body
of ore. There is no guarantee that an economically feasible ore body will be found on any
of these properties.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

| |  | All
of the Registrants operations are subject to environmental regulation which can
make operations expensive or prohibit them altogether.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------

| |  | There
may be challenges to the title of the Registrants properties which, if successful,
could impair its development and/or operations.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------

| |  | The
Registrant operates in jurisdictions in which political or economic instability may
affect its ability to operate. Currency fluctuations may impact the Registrants
profitability.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | There
are a number of outstanding securities and agreements pursuant to which Common Shares of
the Registrant may be issued in the future. This would result in dilution to the
Registrants shareholders.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The
Registrant operates in a competitive industry and competes with other more well
established companies which have greater financial resources than the Registrant.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Operations
in which the Registrant has an interest will be subject to all of the hazards and risks
normally incidental to exploring, developing and operating natural resources, any of
which could result in work stoppages, damage to persons or property and possible
environmental damage.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The
Registrant depends on a number of key employees, the loss of any one of whom could have
an adverse effect on the Registrant.
| | - | --------------------------------------------------------------------------------------------------------------------------------

| |  | The
Registrant, where practical, maintains insurance against risks in the operations of its
business. Such insurance, however, contains exclusions and limitations on coverage. There
is no assurance that such insurance will continue to be available.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The
Registrant has options to acquire interests in, or is party to joint ventures in respect
of, certain of its properties. None of these properties are core assets of the
Registrant. However, the Registrant may require additional financing to meet its
obligations under these agreements and there is no guarantee that such funds will be
available.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | If
the Registrant should require additional funds for exploration and development of its
properties, which is likely, it would have to seek equity and/or debt financing which may
not be available.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Some
of the important risks and uncertainties that could affect forward-looking statements are
described further in the exhibits attached to this Registration Statement. Should one or
more of these risks and uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those described in forward-looking
statements. Forward-looking statements are made based on managements beliefs,
estimates and opinions on the date the statements are made, and the Registrant undertakes
no obligation to update forward-looking statements if these beliefs, estimates and
opinions or other circumstances should change. Investors are cautioned against attributing
undue certainty to forward-looking statements.

# DOCUMENTS FILED AS PART
OF THIS REPORT

|1. | Annual Information Form of the Registrant for the year ended
December 31, 2002
|-- | ------------------------------------------------------------------------------

|2. | The following audited consolidated financial statements of the
Registrant, are                exhibits to and form a part of this Annual Report:
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------

---

| | Auditors'
Report on Consolidated Financial Statements
| | -----------------------------------------------------

| | Comments
by Auditors for U.S. Readers on Canada - U.S. Reporting Differences
| | ----------------------------------------------------------------------------

| | Consolidated
Balance Sheets as of December 31, 2002 and 2001;                        Consolidated
Statements of Operations and Deficit for the years ended December 31, 2002, 2001
                       and 2000;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Consolidated
Statements of Cash Flows for the years ended December 31, 2002, 2001 and 2000;
| | -------------------------------------------------------------------------------------------

| | Notes
to Consolidated Financial Statements (which include reconciliation with United States
generally accepted accounting principles).
| | --------------------------------------------------------------------------------------------------------------------------------------

|3. | Management
Discussion and Analysis of Financial Conditions and Results of           Operations
|-- | ----------------------------------------------------------------------------------------------

# EXHIBITS

|99.1 | Certificate of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to                  Section 906 of the Sarbanes-Oxley Act of 2002
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

|99.2 | Certificate of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to                  Section 906 of the Sarbanes-Oxley Act of 2002
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

|99.3 | Consent of PricewaterhouseCoopers LLP
|---- | -------------------------------------

|99.4 | Consent of Peter Tagliamonti, MBA, P.Eng.
|---- | -----------------------------------------

|99.5 | Consent of Gary Giroux, B.A. Sc. (Geo. Eng.)
|---- | --------------------------------------------

|99.6 | Consent of Watts Griffs & McOuat
|---- | --------------------------------

|99.7 | Consent of Robert Henderson, P.Eng.
|---- | -----------------------------------

---

# SIGNATURES

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 to be signed
on its behalf by the undersigned, thereto duly authorized.

| | ELDORADO GOLD CORPORATION
By:  /s/ Paul N. Wright
Name:   Paul N. Wright
Title:     President and Chief Executive Officer
| | -------------------------------------------------------------------------------------------------------------------------

Date: May 20, 2003

---

# CERTIFICATION

I, Paul N. Wright, Chief Executive
Officer and Director certify that:

|1. |  | I have reviewed this annual report on Form 40-F of Eldorado Gold Corporation
                    (the Registrant);
|-- |  | --------------------------------------------------------------------------------------------------------------------

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

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

|4. |  | The Registrants other certifying officers and I are responsible for
                    establishing and maintaining disclosure controls and procedures (as defined in
                    Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have:
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) | designed such disclosure controls and procedures to ensure that material
                    information relating to the Registrant, including its consolidated subsidiaries,
                    is made known to us by others within those entities, particularly during the
                    period in which this annual report is being prepared;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | evaluated the effectiveness of the Registrants disclosure controls and
                    procedures as of a date within 90 days prior to the filing date of this annual
                    report (the Evaluation Date); and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | presented in this annual report our conclusions about the effectiveness of the
                    disclosure controls and procedures based on our evaluation as of the Evaluation
                    Date;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. |  | The Registrants other certifying officers and I have disclosed, based on
                    our most recent evaluation, to the Registrants auditors and the audit
                    committee of Registrants board of directors (or persons performing the
                    equivalent function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) | all significant deficiencies in the design or operation of internal controls
                    which could adversely affect the Registrants ability to record, process,
                    summarize and report financial data and have identified for the
                    Registrants auditors any material weaknesses in internal controls; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | any fraud, whether or not material, that involves management or other employees
                    who have a significant role in the Registrants internal controls; and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|6. |  | The Registrants other certifying officers and I have indicated in this
                    annual report whether there were significant changes in internal controls or in
                    other factors that could significantly affect internal controls subsequent to
                    the date of our most recent evaluation, including any corrective actions with
                    regard to significant deficiencies and material weaknesses.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: May 20, 2003

| | /s/ Paul N. Wright
Paul N. Wright
President and Chief Executive Officer
| | -----------------------------------------------------------------------

---

# CERTIFICATION

I, Earl W. Price, Chief Financial
Officer certify that:

|1. |  | I have reviewed this annual report on Form 40-F of Eldorado Gold Corporation
                    (the Registrant);
|-- |  | --------------------------------------------------------------------------------------------------------------------

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

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

|4. |  | The Registrants other certifying officers and I are responsible for
                    establishing and maintaining disclosure controls and procedures (as defined in
                    Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have:
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) | designed such disclosure controls and procedures to ensure that material
                    information relating to the Registrant, including its consolidated subsidiaries,
                    is made known to us by others within those entities, particularly during the
                    period in which this annual report is being prepared;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | evaluated the effectiveness of the Registrants disclosure controls and
                    procedures as of a date within 90 days prior to the filing date of this annual
                    report (the Evaluation Date); and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | presented in this annual report our conclusions about the effectiveness of the
                    disclosure controls and procedures based on our evaluation as of the Evaluation
                    Date;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. |  | The Registrants other certifying officers and I have disclosed, based on
                    our most recent evaluation, to the Registrants auditors and the audit
                    committee of Registrants board of directors (or persons performing the
                    equivalent function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) | all significant deficiencies in the design or operation of internal controls
                    which could adversely affect the Registrants ability to record, process,
                    summarize and report financial data and have identified for the
                    Registrants auditors any material weaknesses in internal controls; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | any fraud, whether or not material, that involves management or other employees
                    who have a significant role in the Registrants internal controls; and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|6. |  | The Registrants other certifying officers and I have indicated in this
                    annual report whether there were significant changes in internal controls or in
                    other factors that could significantly affect internal controls subsequent to
                    the date of our most recent evaluation, including any corrective actions with
                    regard to significant deficiencies and material weaknesses.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | /s/ Earl W. Price
Earl W. Price
Chief Financial Officer
| | -------------------------------------------------------

---

Document 1  Annual
Information Form of the Registrant for the year ended December 31, 2002

---

# ELDORADO GOLD
CORPORATION

Suite 920  1055
West Hastings Street 
Vancouver, British Columbia V6E 2E9 
Telephone: (604) 687-4018 
Facsimile: (604) 687-4026
Website Address: www.eldoradogold.com

---

# ANNUAL INFORMATION FORM


FOR THE YEAR ENDED DECEMBER 31, 2002

---

May 20, 2003

---

# TABLE OF CONTENTS

|                                                     
|-----------------------------------------------------
|PRELIMINARY NOTES                                    
|
|GLOSSARY                                             
|
|CORPORATE STRUCTURE                                  
|
|GENERAL DEVELOPMENT OF THE BUSINESS                  
|
|SIGNIFICANT ACQUISITIONS AND SIGNIFICANT DISPOSITIONS
|
|NARRATIVE DESCRIPTION OF THE BUSINESS                
|
|RISK FACTORS                                         
|
|SELECTED CONSOLIDATED FINANCIAL INFORMATION          
|
|MARKET FOR SECURITIES                                
|
|DIVIDEND POLICY                                      
|
|DIRECTORS AND OFFICERS                               
|
|ADDITIONAL INFORMATION                               

---

# PRELIMINARY NOTES

# Incorporation of
Financial Statements and MD&A

Incorporated by reference into this
Annual Information Form (AIF) are the audited consolidated balance sheets of
Eldorado Gold Corporation (Eldorado or the Company) as at
December 31, 2002 and 2001 and the consolidated statements of operations and deficit
and cash flows of the Company for the years ended December 31, 2002, 2001 and 2000, together
with the notes thereon, included in the Companys 2002 Financial Review. Also
incorporated by reference in this AIF is the Companys managements discussion
and analysis (MD&A) set out at pages B6 through B9 of the Companys
2002 Financial Review. All financial information in this AIF is prepared in accordance
with Canadian generally accepted accounting principles (GAAP).

The Company prepares and files its
AIF, consolidated financial statements and MD&A in United States (U.S.)
dollars and in accordance with Canadian GAAP and reconciled to U.S. GAAP. The consolidated
financial statements and MD&A are included with the Companys Management Proxy
Circular and 2002 Financial Review and filed with Canadian regulatory authorities and are
available at www.sedar.com under the Companys name. A copy of the Management
Proxy Circular and 2002 Financial Review are available upon request.

# Date of Information

All information in this AIF is as of
April 30, 2003, unless otherwise indicated.

# Forward-Looking
Statements

Certain of the statements made herein
may contain forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, which involve known and unknown risk, uncertainties and other
factors which may cause the actual results, performance or achievements of the Company, or
industry results, to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Forward-looking
statements are subject to a variety of risks and uncertainties which could cause actual
events or results to differ from those reflected in the forward-looking statements. Should
one or more of these risks and uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those described in forward
looking statements. Forward-looking statements in this release include statements
regarding the expectations and beliefs of management, the assumed long-term price of gold,
the estimation of mineral reserves and resources, the realization of mineral reserve
estimates, the potential of the Companys properties and expectations of growth. We
do not expect to update forward-looking statements continually as conditions change and
you are referred to the full discussion of the Companys business contained in the
Companys disclosure filed with the securities regulatory authorities. Readers are
advised not to place undue reliance on forward looking statements.

The terms Mineral
Reserve, Proven Mineral Reserve and Probable Mineral Reserve
referred to in the Companys disclosure are Canadian mining terms as defined in
accordance with National Instrument 43-101  Standards of Disclosure for Mineral
Projects under the guidelines set out in the Canadian Institute of Mining, Metallurgy and
Petroleum (the CIM) Standards on Mineral Resources and Mineral Reserves,
adopted by the CIM Council on August 20, 2000 as may be amended from time to time by the
CIM. These definitions differ from the definitions in the United States Securities &
Exchange Commission (SEC) Guide 7. In the United States, a mineral reserve is
defined as a part of a mineral deposit which could be economically and legally extracted
or produced at the time the mineral reserve determination is made.

---

2

The terms Mineral
Resource, Measured Mineral Resource, Indicated Mineral
Resource, Inferred Mineral Resource used in the Companys
disclosure are Canadian mining terms as defined in accordance with National Instrument
43-101  Standards of Disclosure for Mineral Projects under the guidelines set out in
the CIM Standards. Mineral Resources which are not Mineral Reserves do not have
demonstrated economic viability.

# Currency And Exchange
Rates

All dollar amounts in this AIF are
expressed in U.S. dollars unless otherwise indicated. The revenue of the Company is
derived primarily from the sale of gold, denominated in U.S. Dollars. The Companys
costs are incurred in a variety of currencies, including the Canadian Dollar, the
Brazilian Real and the Turkish Lira. The Companys accounts are maintained in U.S.
dollars.

The noon rate of exchange on May 16,
2003 as reported by the Bank of Canada, for the conversion of Canadian dollars into U.S.
dollars was Cdn$1.3667 per U.S.$1.00 (Cdn.$1.00 equals $0.7317).

The following table sets forth (i)
the rate of exchange for the Canadian dollar, expressed in U.S. dollars, in effect at the
end of the periods indicated, (ii) the average of exchange rates in effect on the last day
of each month during such periods, and (iii) the high and low exchange rates during such
periods, each based on the noon rate of exchange as reported by the Bank of Canada for
conversion of Canadian dollars into U.S. dollars.

|                        | Year Ended December 31, |         | 
|----------------------- | ----------------------- | ------- | 
|
|
|Rate at end of period   |                         | $0.6339 | 
|Average rate for period |                         | $0.6368 | 
|High For Period         |                         | $0.6618 | 
|Low for Period          |                         | $0.6199 | 

# Metric Equivalents

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

|                 
|-----------------
|
|                 
|Acres            
|Feet             
|Miles            
|Tons             
|Ounces (Troy)/Ton

---

3

# GLOSSARY

The following is a glossary of
technical terms that appear in the discussion of the Companys business in this
document:

|adit | A
passage driven horizontally into a mountainside providing access to a mineral deposit
from the surface of the working of a mine.
|------ | ----------------------------------------------------------------------------------------------------------------------------------

|"Au" | Gold.
|---- | -----

|"Australasian
Code" | The Australasian Code for Reporting of Identified Mineral Resources and Ore
Reserves.
|------------------- | -------------------------------------------------------------------------------------

|autoclave | The
equipment used in an oxidation process in which high temperatures and pressures are
applied to convert refractory sulphide mineralization into amenable oxide ore.
|----------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|"autogenous
grinding" | The grinding of ore without the use of media such as steel balls or rods.
|--------------------- | -------------------------------------------------------------------------

|"back
fill" | Waste material used to fill and support the void created by mining
an ore body.
|----------- | -------------------------------------------------------------------------------

|banded
iron formation | A
rock formation that shows pronounced banding of iron rich minerals and fine grained
quartz. Where mineralized the formation contains sulfide and carbonate mineral.
|----------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

|CIL | A
Carbon in leach.CIL isa recovery process in which a slurry of gold ore,
carbon granules and cyanide are mixed together. The cyanide dissolves the gold which is
then adsorbed on the carbon. The carbon is subsequently separated from the slurry, and
the gold removed from the carbon.
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|classified
 tailings | Tailings material (sub-economic ground residue from
mineral processing operations) which has been processed to remove fine grained solids to
promote free drainage of water. Commonly used as underground fill material.
|---------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|continued | A
corporation formed under laws other than the federal laws of Canada may apply to be continued under
the federal Canada Business Corporations Act (the CBCA) by applying for a
certificate of continuance from the Corporations Directorate. Upon issuance of the
certificate, such corporation becomes a corporation to which the CBCA applies as if the
corporation had been incorporated under the CBCA.
|----------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|crushing
 plant | A plant in which run-of-mine ore is physically reduced
in size by mechanical crushing in order to improve the liberation of the gold particles
for downstream recovery.
|----------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|cut
 and fill | A method of stoping in which ore is removed in
slices, or lifts, and then the excavation is filled with rock or other waste material
known as back fill, before the subsequent slice is mined.
|--------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|"cyanidation" | The process of  extracting  gold or silver  through  dissolution  in a weak
 solution of                            sodium cyanide.
|------------- | -----------------------------------------------------------------------------------------------------------------------------------

---

4

|decline | An
underground passageway connecting one or more levels in a mine, providing adequate
traction for heavy, self-propelled equipment. Such underground openings are often driven
in a downward spiral, much the same as a spiral staircase.
|--------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|diamond drill | A
type of rotary drill in which the cutting is done by abrasion rather than percussion. The
cutting bit is set with diamonds and is attached to the end of long hollow rods through
which water is pumped to the cutting face. The drill cuts a core of rock which is
recovered in long cylindrical sections, an inch or more in diameter.
|--------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|dilution | Waste
material not separated from ore mined which was below the calculated economic cut-off
grade of the deposit. Dilution results in increased tonnage mined and reduced overall
grade of the ore.
|---------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|dip | The
angle which a geological structure forms with a horizontal surface, measured
perpendicular to the strike of the structure.
|----- | ------------------------------------------------------------------------------------------------------------------------------

|"doré" | Unrefined gold and silver in bullion form.
|------ | ------------------------------------------

|flotation | A
process by which some mineral particles are induced to become attached to bubbles and
float, and other particles to sink, so that the valuable minerals are concentrated and
separated from the host rock.
|----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|"gangue" | Minerals that are sub-economic to recover as ore.
|-------- | -------------------------------------------------

|"grade" | The weight of precious metals in each tonne of ore.
|------- | ---------------------------------------------------

|"g/t" | Grams of gold per metric tonne.
|----- | -------------------------------

|"ha" | Hectare.
|---- | --------

|heap leaching | The
process of stacking ore in a heap on an impermeable pad and percolating through the ore a
solution containing a leaching agent such as cyanide. The gold which leaches from the ore
into the solution is recovered from the solution by carbon absorption or precipitation.
The solution, after additions of the leaching agent, is then recycled to the heap to
effect further leaching.
|--------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|"host rock" | The body of rock in which mineralization of economic interest occurs.
|----------- | ---------------------------------------------------------------------

|HQ | Denotes
specific diameter of core in diamond drill.
|---- | ---------------------------------------------------

|leach | Gold
being dissolved in cyanide solution in heap leaching or in tanks in a processing plant
(agitated leach, carbon in pulp, carbon in leach).
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------

|long  hole open stope | A method of mining involving the drilling of
holes typically up to 30 meters long into an ore body and then blasting a slice of rock
which falls into an open space. The broken ore is extracted and the resulting open
chamber is not filled with supporting material.
|----------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|"microns" | 0.000001 meters
|--------- | ---------------

|mill | A
plant where ore is crushed and ground to expose metals or minerals of economic value,
which then undergo physical and/or chemical treatment to extract the valuable metals or
minerals.
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

5

|"millimeters" | 0.001 meters
|------------- | ------------

|Mine | An
excavation in the earth for the purpose of extracting minerals. The excavation may be an
open pit on the surface or underground workings.
|------ | --------------------------------------------------------------------------------------------------------------------------------------------

|mineral  reserve | That part of a measured or indicated mineral resource
which could be economically mined, demonstrated by at least a preliminary feasibility
study that includes adequate information on mining, processing, metallurgical, economic
and other relevant factors that demonstrate, at the time of reporting, that economic
extraction can be justified. An mineral reserve includes diluting materials and
allowances for losses that may occur when the material is mined. Mineral reserves are
those parts of mineral resources which, after the application of all mining factors,
result in an estimated tonnage and grade which, in the opinion of the qualified person(s)
making the estimates, is the basis of an economically viable project after taking account
of all relevant processing, metallurgical, economic, marketing, legal, environment,
socio-economic and government factor. Mineral reserves are inclusive of diluting material
that will be mined in conjunction with the mineral reserves and delivered to the
treatment plant or equivalent facility. The term mineral reserve need not
necessarily signify that extraction facilities are in place or operative or that all
governmental approvals have been received. It does signify that there are reasonable
expectations of such approvals. Mineral reserves are subdivided into proven mineral
reserves and probable mineral reserves. Mineral reserves fall under the following
categories:
|------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|"proven
mineral reserves" | That  part  of  a  measured   mineral  resource  that  is  the
economically
mineable part, demonstrated by at least a preliminary feasibility study that includes
adequate information on mining, processing, metallurgical, economic, and other relevant
factors that demonstrate, at the time of reporting, that economic extraction is justified.
|------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|probable  mineral reserves | That part of an indicated and in some
circumstances a measured mineral resource that is the economically mineable part
demonstrated by at least a preliminary feasibility study that includes adequate
information on mining, processing, metallurgical, economic, and other relevant factors
that demonstrate, at the time of reporting, that economic extraction can be justified.
|---------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|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 fall under the following categories:
|------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|measured mineral resource" | That part of a mineral  resource for which quantity,  grade or quality,
densities, shape, physical characteristics are so well established that they can be
estimated with confidence sufficient to allow the appropriate
|--------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

6

| | 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.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|"indicated mineral resource | 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.
|---------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|"inferred
mineral resource | That part of a mineral
resource for which 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.
|--------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|"mineralization" | Rock containing minerals or metals of potential economic interest.
|---------------- | ------------------------------------------------------------------

|metallurgy | The
science of extracting metals from ores by mechanical and chemical processes and preparing
them for use.
|------------ | -----------------------------------------------------------------------------------------------------------

|"open-pit
mine" | An excavation for removing minerals which is open to the surface.
|--------------- | -----------------------------------------------------------------

|"ounce"
or "oz" | Troy ounce, equal to approximately 31.103 grams.
|--------------- | ------------------------------------------------

|ore | A
natural aggregate of one or more minerals which, at a specified time and place, may be
mined and sold at a profit, or from which some part may be profitably separated.
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|oxide ore | Mineralized
rock in which some of the original minerals, usually sulphide, have been oxidized.
Oxidation tends to make the ore more porous and permits a more complete permeation of
cyanide solutions so that minute particles of gold in the interior of the minerals will
be readily dissolved.
|----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|"oz/t" | Troy ounces per short ton.
|------ | --------------------------

---

7

|ramp | An
inclined underground tunnel which provides access for mining or a connection between
levels of a mine.
|------ | ---------------------------------------------------------------------------------------------------------

|"RC" | Reverse Circulation.
|---- | --------------------

|recovery | A
term, generally stated as a percentage, used in process metallurgy to indicate the
proportion of valuable material obtained in the processing of an ore.
|---------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|refractory  material | Gold mineralized material in which the gold is not
amenable to recovery by conventional cyanidation without any pre-treatment. The
refractory nature can be either silica or sulphide encapsulation of the gold or the
presence of naturally occurring carbon which reduces gold recovery.
|---------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|"run of mine" | Pertains to the ore which has been mined but not crushed.
|------------- | ---------------------------------------------------------

|shaft | A
vertical or sub-vertical passageway to an underground mine for moving personnel,
equipment, supplies and material, including ore and waste rock.
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------

|"short ton" | Equal to 2,000 pounds, equivalent to 0.893 long tons or 907.185
kilograms.
|----------- | --------------------------------------------------------------------------

|shrinkage  stoping | A method of stoping which utilises part of the broken
ore as a working platform and as support for the walls.
|-------------------- | -------------------------------------------------------------------------------------------------------------

|"stope" | An underground excavation from which ore is being extracted.
|------- | ------------------------------------------------------------

|strike | Azimuth
of a plane surface aligned at right angles to the dip of the plane used to describe the
orientation of stratigraphic units or structures.
|-------- | -------------------------------------------------------------------------------------------------------------------------------------------------

|"sulphide ore" | Ore containing a significant quantity of unoxidized sulfides.
|-------------- | -------------------------------------------------------------

|tailings | The
material that remains after all metals or minerals of economic interest have been removed
from ore during milling.
|---------- | ----------------------------------------------------------------------------------------------------------------------

|"tonne" | A metric tonne, 1000 kilograms or 2,204.6 pounds.
|------- | -------------------------------------------------

|"waste" | Barren  rock in a mine,  or  mineralized  material  that is too low in
grade to be mined                            and milled at a profit.
|------- | -------------------------------------------------------------------------------------------------------------------------------------------

|"winze" | A vertical or inclined shaft sunk from a point inside a mine.
|------- | -------------------------------------------------------------

---

8

# ELDORADO GOLD
CORPORATION

# CORPORATE STRUCTURE

Eldorado Gold Corporation (the
Company or Eldorado) was incorporated by Memorandum of Association
on April 2, 1992 under the Companies Act (Bermuda) under the name Eldorado
Corporation Ltd. On April 23, 1996, Eldorado was continued under the Company
Act (British Columbia) and changed its name to Eldorado Gold Corporation.
On June 28, 1996, Eldorado was continued under the Canada Business Corporations
Act. On November 19, 1996, pursuant to a plan of arrangement, Eldorado and HRC
Development Corporation were amalgamated under the laws of Canada under the name
Eldorado Gold Corporation.

The Companys head and principal
office is located at Suite 920, 1055 West Hastings Street, Vancouver, British Columbia,
Canada, V6E 2E9. The Company, through its subsidiaries, also maintains administrative
offices in Ankara, Turkey and at the São Bento Mine, Santa Barbara, Minas Gerais,
Brazil. The Companys registered and records office and address for service is care
of its solicitors, Fasken Martineau DuMoulin LLP, Suite 2100  1075 West Georgia
Street, Vancouver, BC Canada, V6E 3G2.

The Companys mining operation,
the São Bento Mine is managed by a general manager as a decentralized business
unit. Exploration and acquisition strategies, corporate financing, global tax planning,
and metal and currency risk management programs are managed centrally. The Companys
risk management programs are subject to central overview by the Board of Directors.

Eldorado owns its material assets
through 14 subsidiaries. The particulars regarding the Companys subsidiaries are as
indicated on the Companys organizational chart set out below. Unless the context
otherwise requires, references to the Company includes Eldorado Gold
Corporation and each of its subsidiaries.

---

9

ELDORADO GOLD
CORPORATION

SUMMARIZED CORPORATE
ORGANIZATIONAL CHART

NS  Shares in the Company are
100% beneficially owned by Eldorado Gold Corporation or a wholly-owned subsidiary. 1% of
the share of the Company may be held by a nominee shareholder.

|
|

---

10

# GENERAL DEVELOPMENT OF
THE BUSINESS

Eldorado, together with its
subsidiaries, is engaged in the mining and processing of gold ore and the exploration for,
and the acquisition and development of, gold-bearing mineral properties. Eldorados
business is presently focused in Brazil and Turkey. The Companys goal is to create a
portfolio of low cost mining assets with a strong financial base.

# Properties

Mexico

In October 1998 all mining activity
ceased at the La Trinidad Mine in Mexico (acquired in 1992). Reclamation of the La
Trinidad Mine was completed in mid-2000 and the mine received final release from PROFEPA
by October 2000. Effective November 1, 2000 the Company sold to Conservacion y Senalmiento
Vial and Exploraciones Mineras del Desierto the shares and related assets in its
wholly-owned Mexican subsidiaries, Exploraciones Eldorado S.A. de C.V., Prospectores
Minerales Mexico, S.A. de C.V., and Servicios Administrativos Eldorado, S.A. de C.V. which
operated the La Trinidad Mine and the La Colorada Mine. Proceeds from the sale of the
assets included $0.5 million cash and in addition, $1.39 million owing by one of its
Mexico subsidiaries to the purchaser shall no longer be a liability to Eldorados
Mexico subsidiaries.

Brazil

From Jan 1, 2000 to March 31, 2003
the Company has invested $15.9 million in capital expenditures at its São Bento
Mine in Brazil.

In September 1998, a failure in the
outer steel shell of autoclave #2 occurred. Repairs were effected and the autoclave was
operational by December 1998. The cost for these repairs and business interruption costs
was borne by the national Brazilian insurer (IRB). In July 2001 the Company settled with
the IRB for the repair of the mines #2 autoclave. The agreement provided for the
total cost of repairing the autoclave and included full business interruption coverage
during the repair period. Repair of the #2 Autoclave was executed from December 10, 2001
to March 23, 2002 when the #2 Autoclave was back to normal operation.

In August 2000, the Company entered
into a letter of intent with Anglogold which confirmed the intention of Eldorado and
Anglogold to enter into an agreement designed to further both parties interests in
and around the São Bento Mine and Anglogolds adjacent properties in the state
of Minas Gerais, Brazil. On October 30, 2002 the Company entered into an agreement with
Anglogold on terms and conditions prescribed in the letter of intent.

On June 1, 2001, the Brazilian
government effected a resolution to reduce the usage of electric energy. As a result, the
São Bento Mine was subject to energy rationing to 80% of its then current
consumption. The energy restrictions were relaxed in January 2002 and eliminated on March
1, 2002.

As of March 1, 2002, an agreement was
signed which established the terms of an Option Agreement between the Company and
Companhia Vale do Rio Doce (CVRD) whereby the Company was granted an option to
purchase the Brumal property (located near the São Bento Mine) in its entirety
following expenditure of $1.5 million in a staged work program to be completed over 2.5
years. On March 3, 2003 the Company and CVRD terminated the Option Agreement.

On April 2, 2003, the Company
announced a shaft deepening program at São Bento to provide a bottom working
elevation approximately 1,300 meters below surface at the Mines 28th
Level.

---

11

Turkey

The Companys key development
property is the Kisladag project located in Usak Province, Turkey. The Company completed a
Scoping Study on the property in 2000, a Prefeasibility Study in May 2001, an Addendum
Report to the Prefeasibility Study in November 2001, an Updated Reserve Report in May,
2002 and a Feasibility Study in April 2003.

# Finance

On November 24, 2000, the Company
completed a private placement financing (the November 2000 Financing) of
18,245,458 special warrants at Cdn$0.55 per special warrant. Each special warrant entitled
the holder to acquire one common share of the Company and one half of a share purchase
warrant. Each whole warrant was exercisable into one common share at Cdn$0.80 until
February 21, 2003. The final prospectus of the Company in respect of the November 2000
Financing was receipted by the British Columbia and Ontario Securities Commissions on
February 20, 2001.

On February 15, 2002, the Company
completed a private placement financing (the February 2002 Financing) of
59,523,810 special warrants (the February 2002 Warrants) at Cdn$0.42 per
special warrant. Each special warrant entitled the holder to acquire one common share of
the Company. The final prospectus of the Company in respect of the February 2002 Financing
was receipted by the British Columbia, Alberta, Ontario and Quebec Securities Commissions
on May 14, 2002.

On December 23, 2002, the Company
completed a private placement financing (the December 2002 Financing) of
28,750,000 units (the Units) at Cdn$1.60 per Unit. Each Unit entitled the
holder to acquire one common share of the Company and one-half of one common share
purchase warrant. Each whole warrant is exercisable into one common share at a price of
Cdn$2.00 until December 23, 2003. Each whole warrant is exercisabale to acquire one common
share of the Company at Cdn$2.00 for one year. The final prospectus of the Company in
respect of the December 2002 Financing was receipted on December 16, 2002.

On January 10, 2003, the United
States Securities & Exchange Commission declared the Companys registration
statement on Form 40-F effective.

On January 23, 2003, the
Companys Common Shares began trading on the American Stock Exchange under the symbol
EGO.

On March 21, 2003, the Company was
added to the S&P/TSX Composite Index and the Global Industry Classification Standard
Sector  Material, Gold.

The profitability of the
Companys operations is significantly affected by changes in the gold price. The gold
price can fluctuate widely. Prior to May 31, 2002 the Company was involved in hedging
activities that protected the Company from the fluctuations of the price of gold and
minimise the effect of declines in gold prices on results of operations for a period of
time. On May 31, 2002, the Companys hedging requirement under its credit agreement
with NM Rothschild was eliminated. On November 25, 2002, the Companys hedge book was
eliminated.

Prior to May 31, 2002 the Company was
a party to a credit agreement with NM Rothschild & Sons Limited (NMR).
Since the inception of the credit facility (the ARCA) with NMR in September
1996 the Company entered into various amendments to ARCA and paid down its long term debt
to NMR eliminating the debt on May 31, 2002.

---

12

# SIGNIFICANT
ACQUISITIONS AND SIGNIFICANT DISPOSITIONS

Effective November 1, 2000 the
Company sold the shares and related assets in the wholly-owned Mexican subsidiaries,
Exploraciones Eldorado S.A. de C.V., Prospectores Minerales Mexico, S.A. de C.V., and
Servicios Administrativos Eldorado, S.A. de C.V.

# NARRATIVE DESCRIPTION
OF THE BUSINESS

The Company operates the 100% owned
São Bento mine Santa Barbara, Minas Gerais, Brazil. Until October 31, 2000 the
Company operated the 100% owned La Colorada mine near Hermosillo, Sonora, Mexico. The
Companys gold production in 2002 and 2001 was derived from the São Bento
Mine, and in 2000 from the São Bento Mine and the La Colorada Mine.

# Production and Operating
Summary

The following table summarizes
certain production and operating information relating to the Companys São
Bento Gold Mine for each of the years indicated:

Production and Operating
Information

|    
|----
|
|
|    
|2002
|2001
|2000
|1999
|1998

| | (2) | Calculated in accordance with the Gold Institute Production Cost Standard,
               pursuant to which total production costs comprise total cash costs (operating
               cash costs plus royalties) plus depreciation, depletion and reclamation
               provisions.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Reserves and Resources
Summary

A qualified person, as defined in
National Instrument 43-101, has verified the technical data disclosed herein relating to
the São Bento and Kisladag properties. The names of and other information relating
to the persons who made the reserve and resource estimates, their relationship to the
Company and qualifications are listed below:

São Bento Mine,
Brazil

|               |  |                         | 
|-------------- |  | ----------------------- | 
|Name:          |  | Sergio Martins          | 
|Position:      |  | Geology Manager         | 
|Qualification: |  | M.Sc. (Geo. & Mineral   | 
|               |  | Resources)              | 
|               |  | Member of the Ass. of   | 
|               |  | P. Geologist of Brazil, | 
|               |  | Society of Economic     | 
|               |  | Geologists of U.S.      | 

---

13

|               |  |                          | 
|-------------- |  | ------------------------ | 
|Name:          |  | Peter Tagliamonti        | 
|Position:      |  | Mine Manager             | 
|Qualification: |  | MBA                      | 
|               |  | Member of P.Eng. of Ont. | 

Kisladag Project, Turkey

|               |  |                        | 
|-------------- |  | ---------------------- | 
|Name:          |  | Gary Giroux            | 
|Position:      |  | Associate              | 
|Qualification: |  | B.A. Sc., (Geo. Eng.), | 
|               |  | M.A. Sc., (Geo. Eng.)  | 
|               |  | Member of the Ass. of  | 
|               |  | P.Eng and Geoscientist | 
|               |  | of B.C.                | 

|               |  |                         | 
|-------------- |  | ----------------------- | 
|Name:          |  | Callum Grant            | 
|Position:      |  | Associate               | 
|Qualification: |  | B.Sc. Geology Honors,   | 
|               |  | M.Eng.Member of P.Eng.  | 
|               |  | & Geoscientists of B.C. | 
|               |  | Member of P.Eng. of     | 
|               |  | Ontario                 | 

Efemcukuru Project, Turkey

|               |  |                       | 
|-------------- |  | --------------------- | 
|Name:          |  | Gary Giroux           | 
|Position:      |  | Associate             | 
|Qualification: |  | B.A.Sc., (Geo. Eng.)  | 
|               |  | M.A. Sc., (Geo. Eng.) | 
|               |  | Member of Ass. of     | 
|               |  | P.Eng. and            | 
|               |  | Geoscientists of B.C. | 

The gold price used in the 2002
Reserves and Resources calculations for São Bento and Kisladag was maintained at
$325 per ounce which reflects the market trend in 2002 and going into 2003. Cut off grade
for the deposits are based on the assumptions for plant recovery, gold value, mining
dilution and recovery, along with operating and capital costs projections that are based
on the historical production figures. Estimated reserves and resources may have to be
recalculated based on actual production or exploration results. Market price fluctuation
of gold, as well as increased production costs or alteration in recovery rate may render
the proven and probable reserves unprofitable to develop at a particular property or for a
specific mine.

---

14

Reserves

The Company has estimated proven and
probable mineral reserves for the São Bento Mine and for its Kisladag and
Efemçukuru development projects. Except as noted, all reserves are calculated in
accordance with National Instrument 43-101. The estimate of the Companys proven and
probable reserves for São Bento and Kisladag (as set forth in the table below) was
calculated as at December 31, 2002 and was based on a gold price of $325 per ounce
and a cut-off grade as set out below. Data collected in preparation for the estimates for
São Bento set out below was obtained from a drilling program of 9,600 meters from
the 23rd platform to increase the mines reserves. Reserves for Kisladag
increased predominantly through the completion of the Feasibility Study. The
Companys estimate of its proven and probable reserves for Efemçukuru was
calculated as at December 31, 2000 and are based on a gold price of $325 per ounce and a
cut-off grade as set out below.

The cut-off grades used in the
reserve estimation are listed below:

|            |  |        
|----------- |  | -------
|São Bento:  |  |        
|Kisladag:   |  | Oxide  
|            |  | Primary
|Efemcukuru: |  |        

Proven and Probable
Reserves

|Mine or Project    | Ownership | Location | Tonnes | Grade
(g/t) | Contained
Ounces
|------------------ | --------- | -------- | ------ | ----------- | ----------------
|São Bento mine     |           | 100%     |        | Brazil      |                 
|(Dec 31, 2002)     |           |          |        |             |                 
|Kisladag Project   |           | 100%     |        | Turkey      |                 
|(Dec 31, 2002)     |           |          |        |             |                 
|Efemcukuru Project |           | 100%     |        | Turkey      |                 
|(Dec 31, 2000) (1) |           |          |        |             |                 
|
|TOTAL:             |           |          |        |             |                 

(1)    
          Reserve estimates for Efemçukuru have not been updated and were made
          before NI 43-101 came into force and have not been revised in accordance with NI
          43-101.

Reconciliation of
Reserves in Ounces

The following table provides a
reconciliation of the Companys mineral reserves after gold production for 2001.

|              
|--------------
|
|              
|São Bento mine
|              

---

15

Resources(1)

The following table sets forth the
measured, indicated and inferred mineral resources for São Bento and certain of the
Companys development and exploration projects as at the date noted and based on a
gold price and cut-off grade as set out below. Data collected in preparation for the
estimates for São Bento set out below was obtained from a drilling program of 9,600
meters from the 23rd platform to increase the mines reserves. Reserves
for Kisladag increased predominantly through the completion of the Feasibility Study.
Except as noted, all resources are calculated in accordance with NI 43-101.These
resource estimates include the estimated reserves disclosed above.

|                    |  | Tonnes
(000)   | Grade g/t | Contained
Ounces
|------------------- |  | -------------- | --------- | ----------------
|São Bento Mine,(2)  |  |                |           |                 
|Brazil              |  | Measured &     |           |                 
|100% owned          |  | Indicated:     |           | 1,828           
|(December 31, 2002) |  | Inferred:      |           | 840             
|                    |  | Cut off grade: |           | 6.4 g/t         
|                    |  | Gold Price:    |           | 325.00          
|                   
|Kisladag,           |  | Measured &     |           |                 
|Turkey              |  | Indicated:     |           | 166,400         
|100% owned          |  | Inferred:      |           | 69,100          
|(December 31, 2002) |  | Cut off grade: |           | 0.4 g/t         
|                    |  | Gold Price:    |           | 325.00          
|                   
|Efemcukuru,(3)      |  | Measured &     |           |                 
|Turkey              |  | Indicated: (3) |           | 1,829           
|100% owned          |  | Inferred:      |           | 590             
|(December 31, 2000) |  | Cut off grade: |           | 6.0 g/t         
|                    |  | Gold Price:    |           | 300.00          
|                   
|Kaymaz,(3)          |  | Measured &     |           |                 
|Turkey              |  | Indicated: (3) |           | 1,086           
|100% owned          |  | Cut off grade: |           | 2.0g/t          
|(December 31, 2000) |  | Gold Price:    |           | 350.00          
|                   
|Kücükdere,(3)       |  | Measured &     |           |                 
|Turkey              |  | Indicated: (3) |           | 1,276           
|100% owned          |  | Inferred:      |           | 138             
|(December 31, 2000) |  | Cut off grade: |           | 2.0g/t          
|                    |  | Gold Price:    |           | 350.00          
|                   
|Piaba(3)(4)         |  | Measured &     |           |                 
|Brazil              |  | Indicated: (3) |           | 6,273           
|(December 31, 2000) |  | Inferred:      |           | 4,322           
|                    |  | Cut off grade: |           | 2.0g/t          
|                    |  | Gold Price:    |           | 350.00          

|(1) | Mineral
resources which are not mineral reserves do not have demonstrated economic viability.
|--- | ---------------------------------------------------------------------------------------------

|(2) | The
mineral  resource  estimates  were  prepared by the Company  for São Bento and certain of
the  Company's  development  and          exploration projects.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

---

16

|(3) | Resource
 estimates for  Efemçukuru,  Kaymaz and Kücükdere and Piaba have not been updated and
were made before NI 43-101 came          into force and have not been revised in
accordance with NI 43-101.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Reflects
Eldorado's 50% interest.
|--- | ---------------------------------

# OPERATIONS

# The São Bento Mine

The Company owns one operating mine:
 the Sao Bento Mine located near Belo Horizonte, Minas Gerais, Brazil.

This property is the subject of
independent reports (the São Bento Reports) Review of Ore
Reserves and Metallurgical Operations at São Bento Mineraçao, Brazil
prepared by Watts Griffis & McOuat and dated February 5, 1996, an independent report
Review of Operations at São Bento Mineraçao, Brazil prepared by
Watts, Griffis & McOuat and dated May 13, 1996, an Addendum to Review of
Operations at São Bento Mineraçao, Brazil prepared by Watts, Griffis
& McOuat and dated April 27, 2000, revised May 10, 2000 and an Addendum to
A Review of Operations at São Bento Mineraçao Brazil prepared by the
Company, dated April 15, 2002, revised April 30, 2002 (collectively, the
Reports). Copies of the Reports are available at www.sedar.com under the
Company's name. The full Reports
should be reviewed in order to put the following discussion in context.

Ownership Interest

The Company owns 100% of the
São Bento mine through its various subsidiaries, including its wholly-owned
Brazilian subsidiary São Bento Mineração S.A. The mine site covers an
area of 800 hectares and consists of one mining concession. A single contiguous mining
concession of 1,221 hectares, also owned 100% by São Bento Mineração
S.A., adjoins the northeastern boundary of the mine site.

Location and Access

The São Bento mine is located
in the municipality of Santa Barbara, Minas Gerais State, Brazil, approximately 110
kilometers by road east of Belo Horizonte, the state capital, and 375 kilometers north of
Rio de Janeiro. The mine site is accessed by good paved roads and a rail line services the
two cities.

Acquisition

The São Bento Mine was
acquired from Gencor Limited on July 4, 1996, as part of a portfolio of assets located in
Brazil and Turkey.

History

The area around the São Bento
mine has been worked for gold intermittently since the 1860s. The mine was operated by
various companies until 1947. Gencor acquired the São Bento mine in the 1970s and,
in July 1984, decided to develop the São Bento mine in two phases. The first phase,
with a process capacity of 20,000 tonnes per month using an internal winze system to
access the ore body, was completed in late 1986. The winze system was later replaced by
inclines capable of handling 35,000 tonnes per month of ore and waste. The second phase
began in 1988 and consisted of sinking a vertical shaft and doubling the capacity of the
grinding and oxidation circuits in the processing plant. Gencor installed a one-tank
BIOX® pilot plant in 1991 and a second BIOX® tank in February 1995. In July 1996
the Company acquired, from Gencor, the São Bento mine. In 1998 an optimization and
expansion program was completed, operations became more mechanized, converting to
trackless long-hole sub-level mining.

Geology and Mineralization

The Sao Bento mine is situated in
the  "Quadrilatero  Ferrifero"  ("Iron  Quadrangle")  of Minas Gerais State.  The
stratigraphy is comprised of volcanic rocks, chemical sediments and pelitic sediments all
of

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which have been subjected to green
schist metamorphism. The lithologies are typical of greenstone belts in Africa, Australia
and Canada and are dated as Archean in age.

The formations have been strongly
folded along northeast trending axis. Dips are steep, generally in the range of
45-50°. Mineralization at the São Bento mine is restricted to a sequence of
chemical and fine-grained sediments and tuffs of the Nova Lima Group. Four formations have
been identified on the property: the Carrapato Formation; the Lower Iron Formation; the
Basal Iron Formation; and the São Bento Formation. Gold mineralization is localized
in the Basal Iron Formation.

On the basis of lateral lithologic
variations, the Basal Iron Formation is subdivided along strike into three portions:
Orebody No. 1; Orebody No. 2; and the São Bento/Pinta Bem or Orebody No. 3. The
Basal Iron Formation has its greatest thickness in the Orebody No. 1 area where it is
approximately 35 meters thick and at least six periods of gold/sulphide mineralization are
evident. The ore zone is distinctly banded and consists of alternating layers of sulphide
and iron carbonates. Gold occurs in close association with sulphides and may be free, on
crystal boundaries, or enclosed in sulphide grains. Grain sizes of the host rock minerals
and sulphides range from 0.5 to 5.0 millimeters and gold grains range from 1 to 250
microns with an average of 70 microns. The ratio of sulphur to gold is consistent in the
range of 0.62 to 0.64 and ore zones exhibit very uniform average gold content. Below the
mines 26 level horizon a meta basaltic dike dipping at approximately 42 degrees
bisects the BIF from foot wall to hanging wall. A zone of fragmentation is encountered
local to the intrusive with localized flatening of the BIF dip angle. Below this horizon
drilling has identified continuation of the BIF structure and mineralization subdivided
into lower and upper ore zones which have been traced down to the 30 level boundary
pillar.

Mining

The São Bento mine is an
underground mine accessed by an adit on level 11 and a vertical shaft which services the
surface, level 11 and levels 17 to 23. The vertical shaft is used to hoist ore and waste
to the surface and to deliver workers and materials to level 17 and below. In its current
configuration, the vertical shaft hoisting capacity is approximately 100,000 tonnes per
month. A twin ramp system accesses the orebody between the 21 and 25 levels reverting to a
single ramp beyond 25 level.

The predominant mining method at
São Bento is long hole open stoping. The ore is hauled with diesel trucks on levels
below the 23rd level up to the 23rd level. The São Bento mine
employs approximately 648 workers. The mine and plant operate seven days per week 24 hours
per day. Projected mine life based on existing reserves and planned gold production will
be approximately five years.

The processing plant at São
Bento is a conventional grinding and milling operation using an autogenous mill. Once the
ore is milled, it goes to a flotation unit where the concentrate of sulphides containing
gold is separated from the tailings. This concentrate is then forwarded to an oxidation
process through three bioxidation reactors using the BIOX® process and/or through two
autoclaves. Gold is recovered in a six-stage CIL circuit to produce doré. The
processing plant has a current design capacity of 42,000 tonnes per month and gold
recovery is approximately 92%. Tailings are classified to produce a sand product used for
underground backfill and the final tailing is sent to the tailings impound area. In 2002
the São Bento mine produced 103,533 ounces of gold at a cash operating cost of
approximately $184 per ounce. Production in 2003 is anticipated to be approximately
95,000 ounces of gold at a cash cost of approximately $230 per ounce.

Recent Mine Developments

In September 1998 a failure in the
outer steel shell of autoclave #2 occurred. Repairs were effected and the autoclave was
operational by December 1998. The cost for these repairs and business interruption costs
was borne by the national Brazilian insurer (IRB). In July 2001 the Company settled with
the IRB for the repair of the mines #2 autoclave. The agreement provided for the
total cost of repairing the autoclave and included full business interruption coverage
during the repair period. Repairs were complete and the #2 Autoclave was operational on
March 23, 2002. Overhaul of the #1 Autoclave was

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scheduled and completed during the
1st Quarter 2003. In the 2nd Quarter 2003 the Company is expected to
initiate preparations for the 5.2 meter diameter concrete lined shaft to be deepened by
approximately 370 meters at an approximate cost of $12.0 million. The shaft deepening will
provide a bottom working elevation approximately 1,300 meters below surface of the
mines 28th level. The capital required to complete the shaft will be
provided by internally generated cash flows from the São Bento Mine.

Capital Expenditures

The Company incurred approximately
$5.3 million in capital expenditures on the São Bento mine in 2002 and $4.5 million
in capital expenditures on the São Bento mine in 2001. Anticipated capital
expenditures for 2003 are $14.3 million including shaft capital expenditures. Funding for
these expenditures will come from internally generated cash flows from operations.

Safety

At São Bento through July
2000, the mine had operated for over one year without a lost-time accident. In August
2000, the mine experienced a fatality when a rock fell on an underground miner. The mine
obtained a second scissors lift truck and has a dedicated mine crew involved in increasing
ground support in high traffic areas. On April 21, 2001, a fatality occurred when a worker
performing blasting activities was crushed against a wall by an LHD Tamrock 301 being
operated by remote control. On March 16, 2003 a fatality occurred as a result of a fall of
ground. Mine management continues to work with the Ministry of Labor to focus on efforts
to improve worker awareness and safe work practices to establish a safe working
environment throughout the mine. The incident rate of lost time accidents to date compares
favourably with the average for similar underground operations in Ontario.

Minesite Exploration

Current exploration efforts at the
São Bento mine are concentrated on the delineation of additional gold resources at
depth through an underground diamond drill program. The program for 2003 seeks to identify
additional reserves to the 32nd level. For further detailed technical data on
the São Bento property see the São Bento Reports filed with respect to the
Companys prospectus dated May 14, 2002 and available at www.sedar.com under the
Company's name.

Data Verification

The original data including drill
hole logs assay results have been reviewed by Sergio Martins, a qualified person under
NI 43-101 and an employee of a subsidiary of the Company. No irregularities were
found.

Associated Projects

The Company entered into a letter of
intent with Anglogold in August 2000 which confirmed the intention of Eldorado and
Anglogold to enter into an agreement designed to further both parties interests in
and around the São Bento Mine and Anglogolds adjacent properties in the state
of Minas Gerais, Brazil. On October 30, 2002 the Company completed an agreement with
AngloGold under the basic terms of the letter of intent, including the following:

|1) |  | The Company, through its wholly owned subsidiary, São Bento
               Mineraçao S.A. was granted a mining lease under which it will have the
               right to explore, develop and mine any reserves it discovers down dip beyond the
               30th level, its existing property boundary with Anglogold. In
               exchange, a net smelter royalty on the production from gold recovered from
               Anglogold properties will be paid to Anglogold according to a graduated scale
               ranging from 0.5% at a gold price less than $275 per ounce to a maximum of 4.0%
               at a gold price of $399 per ounce or greater.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|2) |  | Anglogold will be granted an option valid for a period of 3 years, providing
               Anglogold with the rights, in the event that a mining operation is developed on
               its adjacent properties, to access any surplus capacity at the São Bento
               plant and to expand the plant at Anglogolds sole cost and without
               disruption to the Companys operations. Operating costs for the plant would
               be borne by both companies pro rata according to their proportionate
               planned and actual use of the facility. In addition to sharing in any unit cost
               savings from utilizing an expanded plant, Eldorado will receive a net smelter
               royalty based on the same graduated scale as Anglogolds royalty and
               payable on all gold produced from the Anglogold property that is processed
               through the Eldorado facility.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Following the finalization of the
agreement with Anglogold, the Company successfully executed an extensive definition and
exploration drilling program totalling in excess of 17,500 meters, designed to both
increase reserves and extend the resource base. Subsequently the Company announced (April
2, 2003) its intention to deepen the shaft at Sao Bento to provide a bottom working
platform approximately 1300 meters below surface at the 28th level.

An Option Agreement signed as of
March 1, 2002 established the terms between the Company and Companhia Vale do Rio Doce
(CVRD) whereby the Company was granted an option to purchase the Brumal
property in its entirety following expenditure of $1.5 million in a staged work program to
be completed over 2.5 years. Upon successful completion of the $1.5 million work program
and exercise of the option, purchase of the property would occur through the payment of
$5.0 million in four instalments commencing at the time of exercising the option to
purchase and with the final payment coinciding with the second anniversary of commercial
production. Under the agreement, gold production at the São Bento mine from the
Brumal ore in excess of 500,000 ounces will be subject to a Net Smelter Royalty paid to
CVRD according to a graduated scale ranging from 1% at a gold price of less than $300 per
ounce. to a maximum of 4% at a gold price greater than $400 per ounce. The drill program
was designed to confirm and extend the mineralization within the Banded Iron Formation.
Drilling commenced in March 2002 and a total of 3,069 meters of were completed for a
expenditures of $241,000. The drilling program failed to determine the continuity of the
mineralization and the Company and CVRD terminated the agreement on March 3, 2003.

# DEVELOPMENT PROJECTS

All of the Companys current
development projects are located in western Turkey. Although the history of gold mining in
Turkey predates Roman times, production of gold in modern times began in 2001 with the
start up of Newmont Minings Ovacik operation located in Izmir province. Considerable
potential for gold exploration and production exists in Turkey.

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# Turkey Projects

|
|

A substantial mining industry
supported by a well-developed infrastructure exists throughout Turkey. Mineral production
is dominated by industrial and base metal sectors operated by both domestic and foreign
mining companies.

The process of obtaining the
necessary permits for a mining operation in Turkey is similar to that in other developed
countries. In the past, the first permit required to initiate an industrial project in
Turkey is the Site Selection Permit. This permit is intended to establish the legal right
of the land or concession owner to proceed with development of an industrial or commercial
project. A review of the project scope is carried out by a number of local, provincial and
federal government agencies to determine if conflicting land use issues exist in the
project area, or may develop in the future. Approval is obtained from each agency prior to
issuing the Site Selection Permit. Environmental baseline and impact studies follow
receipt of the Site Selection Permit. The Environmental Impact Assessment study marks the
second major step in the permitting process, culminating in the issuance of an
Environmental Positive Certificate, which precedes application for the remaining technical
permits.

Changes to the permitting process in
2002 no longer require receipt of the Site Selection Permit prior to approval to carry out
the Environmental Impact process. The changes apply to permitting applications lodged
after the gazetted date of the changes.

While certain time constraints apply
to different permit applications there is no overall timeline that defines the total
duration of the permitting process.

# Kisladag Project, Turkey

This property is the subject of the
independent reports (the Kisladag Reports) Estimation of Resources,
Kisladag Project, Turkey, dated October 1999, Addendum to October 1999 Report
titled Estimation of Resources, Kisladag Project dated May 15, 2000, and
Update of Resources, Kisladag Project, Usak, Turkey dated October, 2000 and
Amended November, 2000 and January, 2001 (all prepared by Micon International);
Kisladag Gold Project Pre-Feasibility Study dated May 2001 and Kisladag
Gold Project Pre-Feasibility Study Addendum December, 2001 (prepared by Kilborn
Engineering Pacific); and Updated Reserve Report for the Kisladag Gold Project
Western Turkey dated April 18, 2002, revised May 9, 2002 (prepared by Micon
International) and a Feasibility Study,

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March 2003 (prepared by Hatch &
Associates Limited). The reports are available at www.sedar.com under the
Company's name. The above mentioned reports
should be reviewed in order to put the following discussion in context.

Property Description

The Kisladag Project land position
consists of one pre-operating licenses, numbers IR 7302 having a total area of 15,717 ha.
Mineral licenses are granted for an indefinite period of time assuming license fees are
made in a timely manner.

Ownership Interest

The Company owns a 100% interest in
the Kisladag project through its wholly-owned Turkish subsidiary Tüprag Metal
Madencilik Sanayi Ve Ticaret Limited Sirketi (Tüprag).

Location, Climate and
Access

The project is located in Western
Turkey in Usak Province, 35 km. southwest of the city of Usak and 180 km. from
the Aegean port city of Izmir. The terrain is of rolling hills with elevations ranging
from 900 to 1200 meters. The area has warm dry summers and cool winters. The average
temperature is 14(Degree)C with a maximum of 40(Degree)C and minimum of -3(Degree)C. The
annual rainfall is 425 mm with most of the rain falling between November and March. There
are a number of small villages within the concession area where the people are engaged in
marginal farming of wheat from non-irrigated lands and the grazing of domestic livestock.
All-season access to the Kisladag project is provided by paved highways and roads.

Acquisition

The Kisladag property was acquired
from Gencor Limited on July 4, 1996, as part of a portfolio of assets located in Brazil
and Turkey.

Geology and Mineralization

The Kisladag project is located in
one of several mid to late Tertiary volcanic complexes in western Turkey, related to
subduction along the Hellenic Trench southwest of Turkey. In the Kisladag region the
volcanoes erupted onto a basement of schist at the northeast margin of the Menderes
Massif.

Gold mineralization at the Kisladag
project is hosted by a number of latitic intrusive bodies. Exploration conducted by the
Company has outlined two alteration zones on the Kisladag project. The Gökgöz
Tepe alteration zone covers approximately 12 square kilometers. At Gökgöz, a
coarsely porphyritic latite is host to the bulk of the gold mineralization and has
undergone extensive and intensive hydrothermal alteration. An early potassic phase of
alteration has been recognized which is overprinted by later quartz-tourmaline and
advanced argillic alteration. Gold mineralization forms an annular zone around a later
weakly mineralized stock of similar composition. Gold is associated with multiple phases
of tourmaline-pyrite, pyrite and quartz-pyrite veining and brecciation and is accompanied
by small amounts of base metals, principally zinc and molybdenum. Oxidation in the deposit
is shallow over the barren intrusive but extends to depths of 40 to 50 meters to the west
and east. Limonite is the most abundant oxide mineral, usually occurring along fractures
in thin colloform layers and in disseminated patches around weathered pyrite.

The Sayacik alteration zone is
located six kilometers southwest of Gökgöz Tepe and covers approximately six
square kilometers. Moderate to strong silicification occurs for approximately 1.5
kilometers in andesitic tuffs. Quartz barite veinlets cutting the tuff contain up to 100
parts per million silver in grab samples.

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Data Verification

The original data used in the
preparation of the Kisladag resource and reserves statements has been reviewed by Micon
International. Micon has carried out two site visits to review QA/QC procedures followed
by the Company during drilling, sampling and sample preparation. Micons opinions are
based upon information contained in technical reports prepared by Kilborn (subsequently
acquired by SNC Lavalin) or the Company.

Previous Exploration

Since 1996, Eldorados
exploration activities at Kisladag have focused primarily on the zone known locally as
Gökgöz Tepe using stream sediment sampling, geochemical soil sampling and an
Induced Polarization (IP) geophysical survey. On the basis of this work, a gold anomaly
was identified along the north slope of Gökgöz Tepe extending approximately
1,200 metres on strike by 600 metres wide. This work was followed in 1997 by 2,745 metres
of trench sampling, and 1,541 metres of percussion drilling.

In 1998, a six hole HQ diamond
drilling program (1,059 m) probing the main anomaly target followed the gold
mineralization to depths of greater than 250 metres and effectively confirmed the
potential for a low grade bulk tonnage gold deposit, and in 1999 an additional 5,212
metres of HQ core drilling and 1,600 metres of trenching extended the strike length
and depth of the deposit. Based on the trenching, percussion drilling and core drilling
data available to that date, Micon International and Eldorado identified a Measured and
Indicated resource of 42.8 million tonnes of 1.49 g/t, plus an Inferred resource of
31.1 million tonnes at 1.35 g/t (all based on a 0.8 g/t cut-off grade).

In 2000, a reverse circulation (RC)
drill program totalling 7,605 metres (and 577 m of DDH) led to a revised resource estimate
and a significant increase in the deposits contained metal content. That year, Micon
International reported a Measured and Indicated Resource of 125.97 million tonnes for the
deposit at an average grade of 1.20 g/t gold, that is 4.85 million ounces of contained
gold in oxides and primary ore (using a cut-off grade of 0.4g/t Au).

In 2002, a combined total of
10,700 m drilling (RC and DDH) was completed.

Metallurgical testwork initiated
during 1999 and 2000 by Eldorado indicated that the ore would be amenable to heap
leaching, and in 1999 Eldorado was granted a Site Selection Permit by the Turkish
authorities for a gold mining operation at the Kisladag Project site. Early receipt of
this permit was made possible by the high level of support the Project has received from
within the Usak province as well as at the central government level.

Based on the concept of recovering
gold by heap leaching, in 2001 Eldorado commissioned a Prefeasibility Study by Kilborn
Engineering Pacific Limited (Kilborn). This study considered an operation to treat 3.4
million tonnes per annum of material based on an owner operated mining fleet and a three
stage crushing circuit generating a final crush size of 100% minus 8 mm. The objective of
this approach was to minimize capital expenditure in the early years and allow for
expansion to develop the total resource at a later date. Initial capital cost was
estimated to be US$47.4 million with a cash operating cost estimated at US$154 per ounce
and an average annual gold production of 103,600 troy ounces.

Subsequent to issuing the
Prefeasibility Study, Kilborn was asked to review the Project conditions in light of
devaluation of the Turkish currency and to incorporate the option of contracting the
mining operation and utilising used crushing equipment. An Addendum to the Prefeasibility
Study was issued in December 2001 presenting a revised initial capital cost estimate of
US$29.6 million and a cash operating cost estimate of US$149 per ounce.

The Companys procedures for
sample collection, sample preparation and security of samples have been audited by Micon
International. Sample assaying is carried out by ALS Chemex (Chemex) in

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Vancouver, B.C., Canada. ALS Chemex
has attained ISO 9002 Registration by KPMG Quality Registrars for the principal laboratory
in Vancouver for the provision of assay and geochemical analytical services. A routine of
check assays duplicates and standards has been followed for all assay work completed.

For a detailed discussion of the
exploration, including sampling and analysis, conducted at Kisladag, see the Kisladag
Reports. Copies of the reports are available on SEDAR.

Current Development
Activities

Since 1997, the Project has advanced
through various stages of exploration to final feasibility stage. Preparation of this
Feasibility Study follows an extensive drilling program in 2002, which culminated in a
further increase in the mineral resource at Kisladag as reported in November 2002. Current
activity is focused on obtaining the necessary permits and approvals to advance the
project to a construction decision in 2003.

In April 2003 a Feasibility Study was
prepared in accordance with the Standards of Disclosure for Mineral Projects as defined by
National Instrument 43-101. The Measured and Indicated Mineral Resource estimated at a cut
off grade of 0.4 g/t Au is 166.4 million tonnes at a grade of 1.13 g/t Au containing 6.05
million ounces of gold. In order to meet regulatory requirements, a mine production
schedule has been developed to include only Measured and Indicated Resources. Inferred
mineral resources within the design pit have not been considered reserve and have been
assigned as waste material. The total Proven and Probable Mineral Reserves are estimated
to be 115 million tonnes at a grade of 1.23 g/t Au. Of the total reserve, approximately
24% is oxide ore and 76% is primary ore. This quantity of ore will sustain the feed to a
heap leach facility for a period of 14 years and gold will continue to be recovered in
Year 15.

Production is scheduled to start at
the end of 2004 following an 18-month design and construction period. The initial capital
cost for construction of the Project is estimated to be US$54.4 million. In Year 5 of the
operation, a further US$39.4 million will be required for mining equipment and expansion
to the crushing plant. The cash operating cost in the first four years of production is
estimated to be US$3.97 per tonne which is equivalent to US$138 per ounce. Life of mine
cash operating cost is estimated to be US$152 /oz based on US$3.82 per tonne of ore
processed.

A mine production rate of 5 million
tonnes per year of ore has been set for the first four years of the mines life.
Average daily production rates will be 16,100 tonnes per day (tpd) in ore and 13,000 tpd
in waste during these initial four years. Annual ore production will increase to 7.5
million tonnes in Year 5, and to 10 mtpa the following year, remaining at that level until
the end of mine life. The highest daily production rate occurs in Year 7 with a total
movement of 79,000 tpd (ore plus waste). Total quantities of ore and waste will be 115
million tonnes and 106 million tonnes respectively over the mine life. The overall strip
ratio will be 0.92. A mining contractor will initially be employed for waste movement and
ore mining. In Year 4 of operations, Eldorado will begin to phase in its own mining fleet
and mine workforce for completion of the Project.

Extensive metallurgical bench scale
studies and column leach tests have identified that Kisladag ore is amenable to heap
leaching technology. A gold recovery of 81% is projected for the oxide ore. The primary
ore has a higher sulphide content and gold recovery is projected to be 60%. The ore will
require a crush size of 80% passing 6.3 mm and a leach period of ninety days.

The Kisladag ore will be processed in
a standard heap leach facility containing a three stage crushing circuit, an overland
conveyor to the heap leach pad, mobile conveyors and a stacker for placing the ore and a
carbon adsorption facility (ADR plant) for recovering the gold. The carbon will be treated
on site in a refinery and the final product will be gold doré bar. The average gold
production in the first four years of operation is expected to be
143,000 ounces per annum increasing to 230,000 ounces per annum after Year 5.

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The Project will employ 356 people at
maximum production, the majority of workers being drawn from the local region.
Infrastructure to support the mine will include an access road, a water well field with a
13 km water pipeline and a 30 km power transmission line. Supplies and services are
available in the city of Usak, 35 km to the north.

An Environmental Impact Assessment
(EIA) report has been submitted to the Turkish Ministry of Environment. The EIA has
identified potential impacts the Project will have on the local environment and social
structure and presents the mitigation measures required to minimise impacts while
maximizing the benefits of the Project locally and nationally.

For a discussion of the Kisladag
Feasibility Study copies of the Executive Summary of the Feasibility Study are available
at www.sedar.com under the Company's name  and the Companys website (www.eldoradogold.com).

Permitting

The process of obtaining the
necessary permits for a mining operation in Turkey is similar to that in other developed
countries. The first permit required to initiate an industrial project in Turkey is the
Site Selection Permit. This permit was issued to Eldorado by the Provincial Governors
Office in 1999 and confirms that there are no development conflicts in the proposed
Project area.

The key Environmental Positive
Certificate is issued by the Ministry of Environment following a successful review of the
Environmental Impact Assessment (EIA) Report. The permit contains agreed protocols between
the proponent and Ministry for mitigations methods, monitoring standards, closure
procedures and financial guarantees. The EIA has been submitted and receipt of the
Environmental Positive Certificate is anticipated by the third quarter of 2003.

In order to obtain the Construction
Permit from the Municipality, Eldorado first has to apply for an Establishment Permit from
the Ministry of Public Health. This permit covers a number of activities and licenses
including a waste deposition license, an electric use permit, a water use permit, an air
emission permit, project zoning approval, tailing facility design approval and Forestry,
Treasury or Private land acquisition.

Once the facilities have been
constructed, a Trial Permit from the Ministry of Health will allow Eldorado one year to
demonstrate that the plant operates at standards defined in the Establishment Permit. The
Ministry of Health will issue the final Project Operating Permit and the Air Emission
Permit.

Construction

Construction of the Kisladag
facilities will be completed in two major phases. The first phase will comprise the bulk
of the infrastructure, equipment and earthworks required to process predominantly oxide
ore during the first four years of operation. The second phase, in year five of operations
will entail an expansion to the crushing circuit and purchase of larger mining equipment
required to increase production throughput to final design capacity of 10 million tonnes
per annum. There will also be minor subsequent construction phases associated with
expansion of the heap leach pad and closure of the Project.

The duration of the engineering,
design and construction activities will be approximately 18 months. The receipt of an
Environmental Positive Certificate by the third quarter of 2003 should enable construction
to commence in late 2003. The critical path activity will be procurement of long delivery
process equipment. Pre-production mining activities are scheduled to commence in the
fourth quarter 2003 and the crushing plant will be commissioned in the third quarter 2004.
Crushed pre-production ore will be delivered to the heap leach pad for three months until
full production commences. The first gold will be poured at the end of 2004.

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# Efemçukuru
Project, Turkey

Ownership Interest

The Company owns a 100% interest in
the Efemçukuru project through its wholly-owned Turkish subsidiary Tüprag. The
Efemçukuru project consists of two pre-operation licenses covering 3,072 hectares.

Location and Access

The Efemçukuru project area
lies near the coast of western Turkey, approximately 20 kilometers from the provincial
capital of Izmir. The village of Efemçukuru, with a population of 500, located two
kilometers south of the Efemçukuru project, is the nearest settlement. The project
is located in hilly terrain with a range of elevation from 520 to 760 meters. Access to
the Efemçukuru project is provided by various paved and unpaved roads which connect
the village with other local population centres.

Geology and Mineralization

Gold mineralization is hosted by the
1,800 meter long Kestane Beleni Vein, which contains the present resource, and the less
well explored Kokarpinar Vein, which is 2,500 meters in length. Both strike southeasterly
(160°E), dip 60°E to 70°E northeast and postdate the emplacement of rhyolitic
dikes, although the veins may follow dike-occupied fracture zones for short distances.

Mineralization occurs as open space
fillings. Multi-stage breccia, quartz carbonate veinlets, cockade and laminated textures
are common. Non-metallic host rock minerals include quartz, rhodonite and rhodochrosite.
Associated sulphides include pyrite, pyrrhotite, chalcopyrite, sphalerite and galena, and
their oxidized products. Most of the gold is very fine (2.5 to 50 microns), occurring as
free grains in quartz and carbonate, and as inclusions in sulphide minerals. Lower grade
stockwork mineralization occurs locally between ore shoots, and is relatively abundant in
the hanging wall irrespective of rock type. Such stockworks are not common in the
footwall.

Previous Exploration

The target identified at the
Efemçukuru project is a high-grade vein-hosted gold system. A drilling program was
completed by the Company in 1997 along the north, middle and south ore shoots. A total of
4,092 meters of diamond drilling was carried out to further delineate the initial
identified resource of 660,000 ounces. This resulted in an increase in the resource to 1.1
million ounces contained in 2.52 million tonnes at an average grade of 13.71 grams per
tonne. The drill hole pattern has been reduced to approximately 50 by 35 meters.
Additional diamond drilling was carried out for hydrogeological testing in the vein
structure as well as the hanging wall and foot wall rocks. Assay data from this program
has been incorporated into the database for the deposit. The geological model was
evaluated by Micon International in 1998 confirming a measured and indicated resource of
1.87 million tonnes @ 14.26 g/t with an inferred resource of 660,000 tonnes @ 11.99 g/t.
Reserves of 784,000 ounces were established during an internal pre-feasibility study
completed in 1999. The foregoing estimates of resources were made according to
Australasian classification before NI 43-101 came into force, they may vary
materially from estimates made in accordance with NI 43-101. The estimates use the
same classifications as set out in NI 43-101 (although not separately disclosed). The
estimates are provided in connection with the discussions of previous exploration.

Current Development
Activities

The pre-feasibility study covering
resource and reserve estimation, mining, processing and disposal of waste rock and
tailings was completed in March, 1999. The planned production rate is 250,000 tonnes of
ore per year yielding approximately 90,000 ounces of gold.

---

26

Revisions to the pre-feasibility
study have been made to reflect the alternative of processing flotation concentrates at
the Kisladag operation in a stand-alone processing circuit. This alternative has resulted
in a reduction in the anticipated cash cost of production from $176 per ounce to $148 per
ounce. Transporting concentrate to Kisladag will be less expensive than the original plan
to transport concentrate to Sao Bento. The Company expects to begin the Efemçukuru
Environmental Impact Assessement study in the third quarter 2003.

Permitting

Recent changes to the permitting
process in Turkey no longer requires receipt of the Site Selection Permit prior to
embarking on Environmental Impact studies. The Ministry of Environment (MOE)
is now the sole body responsible for both the Environmental Impact Assessment
(EIA) positive certificate and Site Selection Permit. These changes have been
made to streamline the process and provide an adjudicative step at which conflicting
opinions are resolved. These changes will allow the Company to proceed with the work
necessary to prepare an EIA study for the property in the third quarter of 2003.
Resolution of previous conflicting regulations between the central government and Izmir
municipality will be resolved by the MOE.

# Kaymaz Project, Turkey

Property Description

The Kaymaz Project land position
consists of two pre-operation licenses, numbers ONIR 4127 and ONIR 4777, and two operation
licenses numbers IR 2984 and IR 5262 with a combined area of 11,915.81 ha.

Ownership Interest

The Company owns a 100% interest in
the Kaymaz Project through its  wholly-owned  Turkish  subsidiary  Tuprag Metal
Madencilik San. Ve Tic. Ltd. Sti. ("Tuprag").

Location and Access

The Kaymaz project is located in
western Turkey, approximately 70 kilometers east of the provincial capital of Eskisehir.
The village of Kaymaz (population 3,000) is three kilometers west of the project site,
which is at an elevation of about 1,100 meters on the Anatolian Plateau. Access is
provided by the Ankara-Eskisehir highway, which passes two kilometers south of the Kaymaz
area.

Geology and Mineralization

Gold mineralization at the Kaymaz
project occurs within a sequence of deformed and altered marine sediments and associated
ophiolites which were strongly metamorphosed during the Cretaceous and early Tertiary
periods. Ultramafic sections were strongly serpentinized and deformed into a series of
folds with north-northwest trending axis. This sequence is intruded by northeasterly
dipping, sill-like bodies of the Karakaya granite.

Mineralization is believed to be
epithermal in character and associated with brecciation and silicification. At Damdamca
Tepe, higher grading mineralization occurs as a tabular body measuring about 180 meters in
length, five to 45 meters in thickness and extending below 85 meters from surface. The
zone is approximately parallel to a granite contact, and enclosed within a halo of lower
grade mineralization. At Topkaya, economically significant mineralization occurs in small
pod-like bodies within a zone 600 meters in length and 20 to 30 meters in horizontal
width. The north-striking Kizilagil Zone, located about 1,200 meters south of Damdamca
Tepe, is hosted in silicified calcschists and marbles of the basement Sivrihisar Formation
and dips steeply in an easterly direction with a strike length of 275 meters and an
average width of 14 meters. Located 3,500 meters south of Damdamca, the Kücük
Mermerlik Tepe Zone occurs in flat-lying to gently dipping silicified serpentinites in an
area unique for its lack of granite bodies.

---

27

Current Development
Activities

A full feasibility study for the
Kaymaz project was completed by the Company in 1997. The study proposed an open pit
operation with a cyanide gold recovery plant located on site. The reserves were determined
to be approximately 973,000 tonnes at an average grade of 6.04 g Au/t. Ore production was
estimated at 150,000 tonnes per year, producing 25,000 ounces of gold per year at a cash
cost of approximately $180 per ounce. Total capital costs were estimated at approximately
$14 million. As the estimates of reserves were made before NI 43-101 came into force,
they may vary materially from estimates made in accordance with NI 43-101. The
estimates use the same classifications as set out in NI 43-101 (although not
separately disclosed). The estimates are provided in connection with the discussion of
previous exploration.

All necessary permits were obtained
for the project by 1997, with the exception of the construction permit. However,
litigation was commenced by third parties against the Ministry of Environment over the
environmental permit previously granted for the Kaymaz project and the planned use of
cyanide in the gold recovery process. An appeal from the MOE on the previous negative
decision has been rejected. The Company plans to review its approach to the Project. Any
subsequent material changes will require a new application for the Environment Positive
Certificate and a new EIA study.

# Küçükdere
Project, Turkey

Ownership Interest

The Company owns a 100% interest in
the Küçükdere project through Tüprag. The Küçükdere
project consists of one operation license covering 9,784 hectares and one pre-operation
license covering 632 hectares.

Location and Access

The Küçükdere
project area is located near the west coast of Turkey, approximately 10 kilometers
southeast of the town of Edremit (population 36,000) and approximately 125 kilometers
north of the provincial capital of Izmir. The village of Küçükdere
(population 500) is the nearest settlement and the project is located approximately one
kilometers south of the village, three kilometer south of the Baliksehir-Canakkale
highway.

Geology and Mineralization

Gold mineralization at
Küçükdere is hosted exclusively by andesitic porphyry which was emplaced
during the early Paleogene. Gold occurs as free grains within quartz and carbonate host
rock in a series of quartz-carbonate veins which are subvertical with north to
northeasterly strikes, or are flat-lying to northwesterly dipping with northerly to
easterly strikes. Five vein zones have been identified, extending from Coraklik Tepe in
the south to Firincik Tepe in the north. Within each zone, veins form a series of
discontinuous lenses and pods over a strike of nearly four kilometers. Individual veins
range in thickness from less than one meter to 30 meters, and vary in length from a few
meters to more than 200 meters. The veins are controlled by north-northeast trending
shears and dilatant zones developed in the andesite porphyry stock and are surrounded by
pervasive propylitic alteration to moderate argillic alteration.

Previous Exploration

Exploration work at
Küçükdere was conducted between 1989 and 1991. A feasibility study was
completed by Gencor Limited in early 1992. The study was based on an open pit mining
operation supported by a CIL treatment plant running at 770 tonnes per day. An
environmental impact study completed by an independent Turkish engineering firm did not
identify any significant adverse impacts from the proposed operation. Project permitting
was initiated by submitting an environmental impact report in November 1992.

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28

Current Development
Activities

Engineering work has been conducted
to resolve some of the environmental issues associated with the initial feasibility study.
Revision of the previous study and environmental impact report are pending. Agricultural
and land use regulations have recently been amended, thereby eliminating an impediment to
further development. Further positive amendments are expected with introduction of
revisions to the mining law sometime in 2003.

# EXPLORATION PROPERTIES

In 2002 the Company incurred an
aggregate of $2.3 million in exploration expenditures. The distribution of expenditures by
region was 25% in Brazil and 75% in Turkey. The Company anticipates an expenditure of $1.5
million in 2003.

The Companys exploration
activities are directed from Vancouver, British Columbia, where all exploration projects
and opportunities are evaluated and prioritised. Exploration activities at the existing
mine, including exploration near the minesite, are managed from the local minesite office.

# Piaba Project,
Maranhão State, Brazil

Ownership Interest

The Company owns a 50% interest in
the Piaba Project through its 50% ownership of Aurizona Goldfields Corporation
(Aurizona Goldfields). The Piaba Project consists of one mining concession
covering an area of 9,981 hectares. Three additional applications for exploration permits
cover an additional area of approximately 20,100 hectares to the west.

The Piaba Project is being held on a
care and maintenance basis. The joint venture partners have been actively soliciting
offers from interested third parties to take over the project. See Joint
Ventures.

# Luziânia Project,
Goias State, Brazil

Ownership Interest

The Company has transferred its
interest in the Luziânia Project to its joint venture partner. The Company retains a
5% royalty interest.

# JOINT VENTURES

# Aurizona Regional
Project, Maranhão State, Brazil

Ownership Interest

The Company and Cesbra Cia.
Estanifera do Brasil are each 50% participants in an incorporated joint venture formed to
pursue the exploration and development of the Piaba and Aurizona Regional Projects in
Maranhão state in north-eastern Brazil. The properties consist of 42 exploration
permits covering an area of approximately 367,484 hectares, together with 17 applications
for exploration permits, with priority confirmed status, covering an area of approximately
152,397 hectares.

The joint venture corporation,
Aurizona Goldfields Corporation, holds its mineral interests through a wholly-owned
Brazilian subsidiary, Mineração Aurizona, S.A.

---

29

The Piaba Project is being held on a
care and maintenance basis. The joint venture partners have been actively soliciting
offers from interested third parties to take over the project.

# Pedra Branca
Platinum-Palladium Project, Ceará State, Brazil

The Company entered into a Joint
Venture Agreement with Altoro Gold Corp. (Altoro) on October 8, 1999. Altoro
can acquire a 70% interest in the project by spending $2.0 million on exploration on the
property over a 3-year period. Altoro, at Eldorados discretion, can earn a 90%
interest in the project by spending an additional $1.0 million. In February 2000 Altoro
optioned its interest to Hunter Dickinson Inc. (HDI), whereby HDI can earn a
60% interest by spending $7.0 million over four years. Hunter Dickinson have declined to
continue their option and the property has reverted back to Altoro. Altoro has been
acquired by Solitario Resources. Solitario is continuing to explore on the property.

# Kemaliya Project,
Erzincan Province, Central Turkey

The Company signed an Option
Agreement with Anatolia Minerals Development Ltd. whereby Anatolia can earn a 66.66 %
interest in the property by spending $0.5 million over a 5-year period. In April 2000
Anatolia entered into an agreement with Rio Tinto whereby Rio Tinto can earn a 70%
interest and dilute the interest of Eldorado and Anatolia in the project by spending $10.5
million in exploration and funding a feasibility study. Upon Rio Tinto fulfilling the
terms of their agreement, Eldorados interest in the project would be diluted to 10%
and Anatolia will be diluted to a 20% interest. The Company is currently negotiating an
NSR agreement with Anatolia on the property.

# Demir Export, Turkey

In May 2001 the Company signed an
agreement with Demir Export A.S. which established the basis for joint exploration,
development and subsequent exploration of metal mines in Turkey. The joint venture parties
participated in reconnaissance exploration work in 2001 in the area of interest in western
Turkey. In 2002 the Company spent approximately $67,000 towards a work program for the
joint venture.

In April 2003 the Company signed an
agreement with Demir Export A.S. which established the basis for a joint venture of the
Kayseri region whereby Demir agreed to grant the Company the exclusive working right and
option to enter upon and carry out exploration work on the property and if the Company
elects to earn an undivided fifty percent (50%) interest in the property. The Company has
allocated approximately $80,000 towards this program for 2003.

# Ecstall Mining
Corporation, Canada

In April 2003 the Company signed an
agreement with Ecstall Mining Corporation which established the basis for a joint venture
of the Dusty Mac Property, Okanagan Falls, British Columbia. Under the terms of the
agreement the Company completed a private placement with Ecstall for 1,000,000 Units at a
price of $0.25 per Unit. Each Unit consisting of one common share and one non-transferable
share purchase warrant. Each warrant is priced at $0.35 and expire October 15, 2004.

# GOLD MARKET AND PRICE

Gold is used primarily for product
fabrication and investment. Gold is traded on international markets and individual buyers
and sellers generally are unable to influence its price. The London price fixing for gold
on December 30, 2002 was $347.20 per ounce.

# FOREIGN CURRENCY
EXPOSURE

All of the Companys revenues
from gold sales are denominated in U.S. dollars, whereas the majority of its operating
costs are denominated in the local currencies of the countries in which the Company
operates. The Company monitors the economic environment, including foreign exchange rates,
in these countries on an ongoing basis. To the extent feasible, the Company hedges its
local currency foreign

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30

exchange  exposure  vis-a-vis the
U.S.  dollar with the objective of minimising  its foreign  currency  denominated costs.

The foreign exchange gains/(losses)
realized in the last four financial years is as follows:

|              | 
|------------- | 
|December 2002 | 
|December 2001 | 
|December 2000 | 
|December 1999 | 

# GOLD REFINING, SALES
AND HEDGING ACTIVITIES

Degussa Brasil Ltda. in Brazil is
currently refining the Companys gold to market delivery standards for all Brazilian
production. The Company believes that no adverse effect would result if it lost the
services of its current refiners, because other refiners are available.

The Company has employed a variety of
hedging techniques with the objective of mitigating the impact of downturns in the gold
market and providing adequate cash flow for operations. In 2002, the Company sold its gold
production to bullion dealers on a spot market basis and through forward sales and other
hedging agreements. As of the date of this report, the Company has no gold or currency
hedges in place.

The Companys hedging activities
will depend upon an ongoing assessment of the gold market, its hedging strategy, financing
restrictions and other factors.

# ENVIRONMENTAL

The Company conducts mining
operations in Brazil and exploration and development activities in Brazil and Turkey. Such
operations are subject to various laws, rules and regulations governing the protection of
the environment. The Company has adopted environmental practices designed to ensure that
it complies with, or exceeds, all currently applicable environment regulations. All of the
Companys operations are in compliance in all material respects with applicable
environmental legislation.

The São Bento
Mine, Brazil

The São Bento Mine continues
to operate within all Brazilian federal, state and local laws and regulations. In
instances where environmental laws have not evolved to cover certain aspects of the
operation, the Company operates within accepted world standards. Considerable emphasis
continues to be directed towards improving safeguards to the environment. An example of
this is the modification to plant drainage to capture all runoff in the tailings
impoundment. The mine maintains a greenhouse to cultivate native species for reclamation
and is currently revegetating an abandoned open pit.

In 2002 there were no incidents
adversely affecting the environment. The mine began a more complete and frequent process
of providing information to FEAM, the state agency in charge of environmental protection
and regulation. In addition, the mine is participating in a multi-stakeholder group
studying background values of arsenic in the area and communities surrounding the mine.
Two incidents involving fish mortalities in surrounding rivers occurred in 1999. In
judicial hearings held in 2002 the Company was found harmless in the incidents of fish
kill. In 2003 the São Bento Mine has opened the Centre of Environmental Education
estalishing environmental education programs for Company personnel and the public.

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31

Turkey

The Company has conducted extensive
environmental testing and monitoring at its Turkish development projects to firmly
establish baseline data and characteristics for air, water and soil.

The recently submitted Environmental
Impact Assessment report on the Kisladag Project has provided an in-depth analysis of the
environmental and social impacts which the Project will generate and identified measures
to be taken to mitigate these impacts. All aspects of the Project design have considered
international best practices followed by the mining industry world wide to protect the
environment in the short and long terms and maintain the health and safety of its workers
and the community in which it operates.

# EMPLOYEE RELATIONS AND
PERSONNEL

As at December 31, 2002 the Company
and its subsidiaries had approximately 691 (Brazil-648, Canada-12, Turkey-31) hourly
workers, contractors and permanent employees world-wide. The Company also engages a number
of contractors to supply work on specific projects. None of the Companys employees
belong to a union, except for the hourly workers at the São Bento mine in Brazil.
Labour agreements in Brazil are mandated to one year contracts. A new labour agreement
with the Santa Barbara Gold and Precious Metals Extraction Industry Workers Union was
signed on August 22, 2002 for additional salary increase of 7.6%. The Company considers
its employee relations to be good.

# COMPETITION

The Company competes with other
mining companies for the acquisition of mineral claims, permits, concessions and other
mineral interests as well as for the recruitment and retention of qualified employees.
There is significant competition for the limited number of gold acquisition opportunities
and, as a result, the Company may be unable to acquire attractive gold mining properties
on terms it considers acceptable.

# RISK FACTORS

Gold Price Volatility

The profitability of the
Companys operations is significantly affected by changes in the gold price. The gold
price can fluctuate widely and is affected by numerous factors beyond the Companys
control, including industrial and jewellery demand, inflation and expectations with
respect to the rate of inflation, the strength of the U.S. dollar and of other currencies,
interest rates, gold sales by central banks, forward sales by producers, global or
regional political or economical events, and production and cost levels in major
gold-producing regions such as South Africa. In addition, the gold price is sometimes
subject to rapid short-term changes because of speculative activities. The supply of gold
consists of a combination of new production from mining and existing stocks of bullion and
fabricated gold held by governments, public and private financial institutions, industrial
organizations and private individuals. As the amounts produced in any single year
constitute a small portion of the total potential supply of gold, typical variations in
current production do not necessarily have a significant impact on the supply of gold or
its price.

Impact of Gold Hedging
Activities

As of the date hereof, the Company
has no gold hedges in place but may engage in hedging activities in the future. Hedging
activities are intended to protect the Company from the fluctuations of the price of gold
and to minimise the effect of declines in gold prices on results of operations for a
period of time. Although hedging activities may protect a company against low gold prices,
they may also limit the price

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32

that can be realized on gold that is
subject to forward sales and call options where the market price of gold exceeds the gold
price in a forward sale or call option contract.

Reserve and Resource
Estimates

The proven and probable reserve
figures set forth in this AIF are estimates, and there is no certainty that the indicated
levels of gold production will be realized. Reserve estimates may require revision based
on various factors such as actual production experience, market price fluctuations of
gold, production costs or recovery rates. Mineral resources which are not mineral reserves
do not have demonstrated economic viability. Certain reserve and resource estimates
included herein were made before NI 43-101 came into force and may vary materially
from estimates made in accordance with NI 43-101.

Production Estimates

Estimates of future production for
the São Bento Mine and for the Company as a whole are derived from the
Companys five-year mining plans. The plans are developed based on, among other
things, mining experience, reserve estimates, assumptions regarding ground conditions and
physical characteristics of ores (such as hardness and presence or absence of certain
metallurgical characteristics) and estimated rates and costs of production. Actual
production may vary from estimates for a variety of reasons, including risks and hazards
of the types discussed previously, actual ore mined varying from estimates in grade and
metallurgical and other characteristics, mining dilution, pit wall failures or cave-ins,
strikes and other actions by labour at unionized locations, restrictions imposed by
government agencies and other factors. Estimates of production from properties not yet in
production or from operations that are to be expanded are based on similar factors
(including, in some instances, feasibility studies prepared by Company personnel and/or
outside consultants) but it is possible that actual cash operating costs and economic
returns will differ significantly from those currently estimated. It is not unusual in new
mining operations to experience unexpected problems during the start-up phase. Delays
often can occur in the commencement of production.

Regulatory Requirements

Mining operations, development and
exploration activities are subject to extensive laws and regulations governing
prospecting, development, production, exports, taxes, labour standards, occupational
health, waste disposal, environmental protection and remediation, protection of endangered
and protected species, mine safety, toxic substances and other matters. Mining is subject
to potential risks and liabilities associated with pollution of the environment and the
disposal of waste products occurring as a result of mineral exploration and production.

Risk of Sovereign
Investments

Virtually all of the Companys
activities and investments are located in foreign countries. The Companys material
foreign investments include operations in Brazil and exploration and development projects
in Brazil and Turkey.

These investments are subject to the
risks normally associated with conducting business in foreign countries. Some of these
risks are more prevalent in countries which are less developed or have emerging economies,
including uncertain political and economical environments, as well as risks of war and
civil disturbances or other risks which may limit or disrupt a project, restrict the
movement of funds or result in the deprivation of contract rights or the taking of
property by nationalization or appropriation without fair compensation, risk of adverse
changes in laws or policies of particular countries, increases in foreign taxation, delays
in obtaining or the inability to obtain necessary governmental permits, limitations on
ownership and repatriation of earnings and foreign exchange controls and currency
devaluations. Although the Company is not currently experiencing any significant or
extraordinary problems in foreign countries arising from such risks, there can be no
assurance that such problems will not arise in the future.

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33

In the countries where the Company
has operations or conducts exploration activities, the mineral rights or certain portions
of such rights are owned by the relevant governments. Such governments have entered into
contracts with the Company and its subsidiaries, or granted permits or concessions that
enable them to conduct operations or development and exploration activities on such lands.
Notwithstanding such arrangements, the Companys ability to conduct its operations or
development and exploration activities on such lands is subject to changes in government
policy over which the Company has no control. If such a change were to occur that affected
the right of the Company or any of its subsidiaries to conduct operations or development
and exploration activities, it could have a material adverse effect on the results of the
Companys operations.

Speculative Nature of
Gold Exploration and Uncertainty of Development Projects

Gold exploration is highly
speculative in nature, involves many risks and frequently is not productive. There can be
no assurance that the Companys gold exploration efforts will be successful. Success
in increasing reserves is a result of a number of factors, including the quality of the
Companys management, its level of geological and technical expertise, the quality of
land available for exploration and other factors. Once gold mineralization is discovered,
it may take several years in the initial phases of drilling until production is possible,
during which time the economic feasibility of production may change. Substantial
expenditures are required to establish proven and probable reserves through drilling, to
determine the optimal metallurgical process to extract the metals from the ore and, in the
case of new properties, to construct mining and processing facilities. As a result of
these uncertainties, no assurance can be given that the Companys exploration
programs will result in the expansion or replacement of current reserves with new
reserves.

Development projects have no
operating history upon which to base estimates of future cash operating costs.
Particularly for development projects, estimates of proven and probable reserves and cash
operating costs are, to a large extent, based upon the interpretation of geologic data
obtained from drill holes and other sampling techniques, and feasibility studies which
derive estimates of cash operating costs based upon anticipated tonnage and grades of ore
to be mined and processed, the configuration of the ore body, expected recovery rates of
gold from the ore, estimated operating costs, anticipated climatic conditions and other
factors. As a result, it is possible that actual cash operating costs and economic returns
will differ significantly from those currently estimated for a project prior to
production. It is not unusual in new mining operations to experience unexpected problems
during the start-up phase, and delays often can occur in the commencement of production.

Mining/Operations Risks

The business of gold mining is
subject to a number of risks and hazards including environmental hazards, industrial
accidents, labour disputes, encountering unusual or unexpected geologic formations or
other geological or grade problems, unanticipated changes in metallurgical characteristics
and gold recovery, encountering unanticipated ground or water conditions, cave-ins, pit
wall failures, flooding, rock bursts, periodic interruptions due to inclement or hazardous
weather conditions, and other acts of God or unfavourable operating conditions and bullion
losses. Such risks could result in damage to, or destruction of, mineral properties or
processing facilities, personal injury or death, loss of key employees, environmental
damage, delays in mining, monetary losses and possible legal liability.

Risks of Non-Availability
of Insurance

Where considered practical to do so
the Company maintains insurance against risks in the operation of its business in amounts
which it believes to be reasonable. Such insurance, however, contains exclusions and
limitations on coverage. There can be no assurance that such insurance will continue to be
available, will be available at economically acceptable premiums or will be adequate to
cover any resulting liability. In some cases, coverage is not available or considered too
expensive relative to the perceived risk.

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34

Dilution

There are a number of outstanding
securities and agreements pursuant to which common shares of the Company may be issued in
the future. This would result in further dilution to the Companys shareholders.

Competition

The Company operates in a competitive
industry and competes with other more well established companies which have greater
financial resources than the Company.

Key Employees

The Company depends on a number of
key employees, the loss of any one of whom could have an adverse effect on the Company.

Additional Funding
Requirements

Although the Company currently has
sufficient financial resources to undertake its presently planned exploration and
development program, further exploration on, and development of, the Companys
mineral resource properties in Brazil and Turkey will require additional capital. In
addition, a positive production decision on any of the Companys development projects
would require significant capital for project engineering and construction. Accordingly,
the continuing development of the Companys properties will depend upon the
Companys ability to obtain financing through the joint venturing of projects, debt
financing, and equity financing or other means. There is no assurance that the Company
will be successful in obtaining the required financing.

Title Matters

While the Company has investigated
title to all of its mineral claims and to the best of its knowledge, title to all its
properties is in good standing, the properties may be subject to prior unregistered
agreements or transfers and title may be affected by undetected defects.

# SELECTED CONSOLIDATED
FINANCIAL INFORMATION

The following table sets forth
selected consolidated financial information of Eldorado for, and as of the end of, each of
the last three fiscal years for the period ended December 31. This financial information
is derived from the consolidated financial statements of Eldorado which have been audited
by PricewaterhouseCoopers LLP.

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35

# Selected Consolidated
Financial Information

All figures in U.S. $1,000s
except Weighted Average Number of shares and Earnings (loss) per share

|                                        
|----------------------------------------
|
|
|                                        
|Revenues:                               
|Gross profit (loss)                     
|General & administrative - Net          
|Exploration & development expense       
|Interest and financing costs            
|Write downs                             
|Gain on disposal of mine property, plant
|and equipment                           
|Reorganization and closure costs        
|Gain on sale of subsidiary              
|Taxes  Current                          
|Deferred                                
|                                        
|Net earnings (loss)                     
|                                        
|Deficit at beginning of the period:     
|As previously reported                  
|Change in accounting policy  (Note 3)   
|As restated                             
|                                        
|Deficit at end of the period:           
|                                        
|Earnings (loss) per share (basic and    
|diluted) -  U.S.$                       
|Total Assets                            
|Total Long Term Debt                    
|                                        

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36

Quarterly Earnings
(Unaudited)

(All figures in U.S.$000's, except
per share and weighted average number of share amounts)

|Quarter        | Revenues | Net earnings
(loss) | Basic
earnings
(loss) per
share | Fully
diluted
earnings
(loss) per
share
|-------------- | -------- | ------------------- | ------------------------------- | ---------------------------------------
|              
|Mar. 31, 2003  |          | $  9,448            |                                 | $ 2,593                                
|Dec. 31, 2002  |          | $10,095             |                                 | $(1,521                                
|Sept. 30, 2002 |          | $11,526             |                                 | $ 1,764                                
|June 30, 2002  |          | $10,918             |                                 | $ 1,704                                
|Mar. 31, 2002  |          | $  6,757            |                                 | $    189                               
|Dec 31, 2001   |          | $  7,686            |                                 | $(1,321                                
|Sept 30, 2001  |          | $  8,048            |                                 | $(1,038                                
|June 30, 2001  |          | $  9,279            |                                 | $(1,173                                
|Mar 31, 2001   |          | $  9,454            |                                 | $(1,091                                

Note:The Company has changed
its method of recording revenue to recording sales when the goods have been delivered and
title passes to the purchaser. Previously the Company recorded revenue on a production
basis at the net realized value of dore sales. The Company has applied the changes
retroactively for 2002. Figures for March 31, 2002 to March 31, 2003 are re-stated using
the sales method of reporting; figures for 2001 are reported using the production method.

# Managements
Discussion and Analysis

Reference is made to the section
entitled Managements Discussion and Analysis set out in pages B6 through
B9 of the Companys 2002 Financial Review, which section is herein incorporated by
reference.

# MARKET FOR SECURITIES

Eldorados common shares are
listed and posted for trading on The Toronto Stock Exchange (the TSX) under
the symbol ELD and on the American Stock Exchange (the AMEX) under
the symbol EGO. The common shares of Eldorado were listed on the TSX on
October 23, 1993 and on the AMEX on January 23, 2003.

# DIVIDEND POLICY

Eldorado has not paid dividends on
the common shares since its incorporation, nor has it any present intention of paying
dividends, as it anticipates that the cash resources of Eldorado will be used to undertake
exploration, development and expansion programs on its mineral properties as well as the
acquisition of additional mineral resource properties.

---

37

# DIRECTORS AND OFFICERS

The following is a list of the
current directors and senior officers of the Company, their municipalities of residence,
their current positions with the Company and their principal occupations during the past
five years:

|                           
|---------------------------
|
|
|John S. Auston(2)          
|Vancouver, British Columbia
|Canada                     
|Director                   
|
|Joseph F. Conway(1)        
|Toronto, Ontario,          
|Canada                     
|Director                   
|
|K. Ross Cory(1)            
|Vancouver, British Columbia
|Canada                     
|Director                   
|
|Robert R. Gilmore(1)       
|Denver, Colorado           
|United States              
|                           
|                           
|
|Wayne D. Lenton(2)         
|Tucson, Arizona            
|United States              
|Director                   
|
|Hugh C. Morris(2)          
|Delta, B.C                 
|Director & Chairman        
|                           
|                           
|
|Dawn L. Moss               
|White Rock, B.C            
|Corporate Secretary        
|                           
|                           

---

38

|                                  
|----------------------------------
|
|
|Earl W. Price                     
|Vancouver, B.C                    
|Vice President, Finance           
|                                  
|
|Paul N. Wright                    
|Bowen Island, B.C                 
|President, Chief Executive Officer
|and Director                      
|                                  
|                                  

Each of the directors of Eldorado has
been a director since the last annual shareholders meeting of the Company. Each of their respective
terms will expire at the next annual  shareholders meeting of the Company.

Directors and officers of Eldorado
own or control 290,700 or approximately 0.14% of the voting common shares in the capital
of Eldorado.

# ADDITIONAL INFORMATION

Additional information, including
directors and officers remuneration and indebtedness, principal holders of the
Companys securities, options to purchase securities and interests of insiders in
material transactions, where applicable, is contained in the Companys information
circular for its most recent annual meeting of shareholders. As well, additional financial
information is provided in the Companys comparative financial statements for the
financial year ended December 31, 2002.

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

|(a) |  | when the securities of the Company are in the course of a distribution under a
               preliminary short form prospectus or a short form prospectus,
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i) | one copy of this AIF, together with one copy of any document, or the pertinent
                    pages of any document, incorporated therein by reference;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | one copy of the comparative financial statements of the Company for the year
                    ended December 31, 2002 together with the accompanying report of the auditors,
                    and one copy of the most recent interim financial statements of the Company that
                    have been filed, if any, for any period subsequent to the end of its most
                    recently completed financial year; and
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | one copy of the information circular of the Company in respect of its most
                    recent annual meeting of shareholders of the Company that involved the election
                    of directors, and
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

39

| | (iv) | one copy of any other documents that are incorporated by reference into the
                    preliminary short form prospectus or the short form prospectus and are not
                    required to be provided under clauses (i), (ii) or (iii); or
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | at any other time, one copy of any document referred to in clauses (a)(i), (ii)
               and (iii), provided that the Company may require the payment of a reasonable
               charge if the request is made by a person or company who is not a securityholder
               of the Company.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

Document 2  Supplement to
the Glossary of Terms Included in the Annual Information Form of the Registrant for the
Year Ended December 31, 2002

---

# SUPPLEMENT TO THE
GLOSSARY OF TERMS
INCLUDED IN THE ANNUAL INFORMATION FORM OF THE REGISTRANT 
FOR THE YEAR ENDED DECEMBER 31, 2002

|Mineral
 Reserve | The terms Mineral Reserve, Proven Mineral Reserve and
Probable Mineral Reserve used in this report are Canadian mining terms as
defined in accordance with National Instrument 43-101  Standards of Disclosure for
Mineral Projects under the guidelines set out in the Canadian Institute of Mining,
Metallurgy and Petroleum (the CIM) Standards on Mineral Resources and Mineral
Reserves Definitions and guidelines adopted by the CIM Council on August 20, 2000. In the
United States, a mineral reserve is defined as a part of a mineral deposit which could be
economically and legally extracted or produced at the time the mineral reserve
determination is made.
|---------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Under
United States standards:
| | ------------------------------

| | Reservemeans
that part of a mineral deposit which can be economically and legally extracted or
produced at the time of the reserve determination.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------

| | Economically,as
used in the definition of reserve, implies that profitable extraction or production has
been established or analytically demonstrated to be viable and justifiable under
reasonable investment and market assumptions.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Legally,as
used in the definition of reserve, does not imply that all permits needed for mining and
processing have been obtained or that other legal issues have been completely resolved.
However, for a reserve to exist, there should be a reasonable certainty based on
applicable laws and regulations that issuance of permits or resolution of legal issues
can be accomplished in a timely manner.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Mineral
Reserves are categorized as follows on the basis of the degree of confidence in the
estimate of the quantity and grade of the deposit.
| | ----------------------------------------------------------------------------------------------------------------------------------------------

| | Proven
Mineral Reserve means, in accordance with CIM Standards, for the part of a deposit which
is being mined, or which is being developed and for which there is a detailed mining
plan, the estimated quantity and grade or quality of that part of a measured mineral
resource for which the size, configuration and grade or quality and distribution of
values are so well established, and for which economic viability has been demonstrated by
adequate information on engineering, operating, economic and other relevant factors, so
that there is the highest degree of confidence in the estimate.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
definition for proven mineral reserves CIM standards differs from the
standards in the United States, where proven or measured reserves are defined as reserves
which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings
or drill holes; (b) grade and/or quality are computed from the results of detailed
sampling and (c) the sites for inspection, sampling and measurement are spaced so closely
and the geographic character is so well defined that size, shape, depth and mineral
content of reserves are well established.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Probable
Mineral Reserve: means, in accordance with CIM Standards, the estimated quantity and
grade or quality of that part of an indicated mineral resource for which economic
viability has been demonstrated by adequate information on engineering, operating,
economic and other relevant factors, at a confidence level which would serve as a basis
for decisions on major expenditures.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

| | The
definition for probable mineral reserves under Canadian standards differs
from the standards in the United States, where probable reserves are defined as reserves
for which quantity and grade and/or quality are computed from information similar to that
of proven reserves (under United States standards), but the sites for inspection,
sampling, and measurement are further apart or are otherwise less adequately spaced, and
the degree of assurance, although lower than that for proven mineral reserves, is high
enough to assume continuity between points of observation. The degree of assurance,
although lower than that for proven mineral reserves, is high enough to assume continuity
between points of observation.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Mineral
 Resource | The terms Mineral Resource, Measured Mineral Resource,
Indicated Mineral Resource, Inferred Mineral Resource used in
this report are Canadian mining terms as defined in accordance with National Instrument
43-101  Standards of Disclosure for Mineral Projects under the guidelines set out
in the CIM Standards.
|----------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Note
to U.S. Investors. While the terms mineral resource, measured mineral
resource, indicated mineral resource, and inferred mineral
resource are recognized and required by Canadian regulations, they are not defined
terms under standards in the United States. As such, information contained in this report
concerning descriptions of mineralization and resources under Canadian standards may not
be comparable to similar information made public by U.S. companies subject to the
reporting and disclosure requirements of the Securities and Exchange Commission. Indicated
mineral resource and inferred mineral resource have a great amount of
uncertainty as to their existence and a great uncertainty as to their economic and legal
feasibility. It can not be assumed that all or any part of an indicated mineral
resource or inferred mineral resource will ever be upgraded to a higher
category. Investors are cautioned not to assume that any part or all of mineral deposits
in these categories will ever be converted into reserves.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

Document 3  Audited
Financial Statements of the Registrant for the Year Ended December 31, 2002

# Managements
Responsibility for Financial Reporting

The financial statements and the
information contained in the annual report have been prepared by and are the
responsibility of The Board of Directors and Management of the Company. The financial
statements have been prepared in accordance with accounting principles generally accepted
in Canada and reconciled to accounting principles generally accepted in the United States
as set out in note 17 and, where appropriate, reflect managements best estimates and
judgements based on currently available information.

The Audit Committee of the Board of
Directors, consisting of four members, meets periodically with management and the
independent auditors to review the scope and results of the annual audit and to review the
financial statements and related financial reporting matters prior to submitting the
financial statements to the Board for approval.

The Company has developed and
maintains a system of control to provide reasonable assurance that financial information
is accurate and reliable.

The Companys independent
auditors, PricewaterhouseCoopers LLP were appointed by the shareholders to conduct an
audit in accordance with Canadian generally accepted auditing standards and their report
follows.

|"Earl W. Price"
Earl Price
Chief Financial Officer | "Paul W. Wright"
Paul Wright
President and Chief Executive Officer
|-------------------------------------------------- | ------------------------------------------------------------------

February 25, 2003

## AUDITORS
REPORTTo the Shareholders of 
Eldorado Gold Corporation

We have audited the consolidated
balance sheets of Eldorado Gold Corporation as at December 31, 2002 and 2001 and the
consolidated statements of operations and deficit and cash flows for the years ended
December 31, 2002, 2001 and 2000. These consolidated financial statements are the
responsibility of the Companys management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance
with Canadian generally accepted auditing standards. Those standards require that we plan
and perform an audit to obtain reasonable assurance whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.

In our opinion, these consolidated
financial statements present fairly, in all material respects, the financial position of
the Company as at December 31, 2002 and 2001 and the results of its operations and its
cash flows for the years ended December 31, 2002, 2001 and 2000 in accordance with
Canadian generally accepted accounting principles.

PricewaterhouseCoopers LLP

# Chartered Accountants

Vancouver, BC
Canada 
February 25, 2003

Comments by Auditors for US Readers
on Canada-US Reporting Difference

In the United States, reporting
standards for auditors require the addition of an explanatory paragraph (following the
opinion paragraph) when there is a change in accounting principles that has a material
effect on the comparability of the companys financial statements such as the change
described in Note 3 to the financial statements. Our report dated February 25, 2003 is
expressed in accordance with Canadian reporting standards, which do not require reference
to such a change in accounting principles in the auditors report when the change is
properly accounted for and adequately disclosed in the financial statements.

PricewaterhouseCoopers LLP

# Chartered Accountants

Vancouver, BC
Canada 
February 25, 2003

---

# Eldorado Gold Corporation
Consolidated Balance Sheets 
As At December 31 
(Expressed in thousands of U.S. dollars)

|                                                     | 2002 | 2001       
|---------------------------------------------------- | ---- | -----------
|                                                    
|                                                     |     
|ASSETS                                               |      |            
|Current Assets                                       |     
|Cash and cash equivalents                            |      | $   37,627 
|Restricted cash  (Note 10)                           |      | --         
|Accounts receivable (Note 3)                         |      | 1,380      
|Inventories  (Note 3, 5)                             |      | 5,866      
|                                                     |      |            
|                                                     |      | 44,873     
|Property, plant and equipment (Note 6)               |      | 62,103     
|Mineral properties and deferred development (Note 6) |      | 32,958     
|Investments and advances                             |      | 108        
|Other assets and deferred charges (Note 7)           |      | 90         
|                                                     |      |            
|                                                     |      | $ 140,132  
|                                                     |      |            
|LIABILITIES                                          |     
|Current Liabilities                                  |     
|Accounts payable and accrued liabilities             |      | $     8,225
|Current portion of long term debt (Note 10)          |      | --         
|                                                     |      |            
|                                                     |      | 8,225      
|Provision for reclamation costs                      |      | 3,467      
|Deferred gain (Note 8)                               |      | 1,957      
|Future income taxes (Note 13)                        |      | 196        
|Convertible debentures (Note 9)                      |      | 6,796      
|Long term debt (Note 10)                             |      | --         
|                                                     |      |            
|                                                     |      | 20,641     
|SHAREHOLDERS' EQUITY                                 |     
|Share capital (Note 11)                              |      | 366,046    
|Equity portion of convertible debentures (Note 9)    |      | 1,094      
|Deficit                                              |      | (247,649   
|                                                     |      |            
|                                                     |      | 119,491    
|                                                     |      |            
|                                                     |      | $ 140,132  
|                                                     |      |            

Commitments and Contingencies (Note
14)

|Approved by the Board"Wayne D. Lenton"Wayne D. Lenton
Director | "Paul W. Wright" 
Paul Wright

Director
|-------------------------------------------------------------- | ---------------------------------------

---

# Eldorado Gold Corporation
Consolidated Statements of Operations and Deficit 
For The Years Ended December 31 
(Expressed in thousands of U.S. dollars except per share amounts)

|                                                          | 2002 | 2001                | 2000
|--------------------------------------------------------- | ---- | ------------------- | ----
|                                                         
|                                                         
|Revenue                                                   |      |                     |     
|Gold sales                                                |      | $          34,051   |     
|Interest and other income                                 |      | 5,245               |     
|                                                          |     
|                                                          |      | 39,296              |     
|Expenses                                                  |     
|Operating costs                                           |      | 19,027              |     
|Depletion, depreciation and amortization                  |      | 10,337              |     
|General and administrative                                |      | 3,238               |     
|Exploration expense                                       |      | 1,078               |     
|Interest and financing costs                              |      | 1,156               |     
|Reclamation                                               |      | --                  |     
|Gain on settlement of convertible debenture (Note 9)      |      | (463                | )   
|Foreign exchange loss (gain)                              |      | 1,046               |     
|                                                          |     
|                                                          |      | 35,419              |     
|Profit (loss) before the undernoted items                 |      | 3,877               |     
|                                                          |     
|Writedown of assets                                       |      | (415                | )   
|Reorganization costs                                      |      | --                  |     
|(Loss) gain on disposals of property, plant and equipment |      | (205                | )   
|Gain on disposition of subsidiary (Note 4)                |      | --                  |     
|                                                          |     
|Profit (loss) before income taxes                         |      | 3,257               |     
|                                                         
|Taxes  (Note 13)                                          |     
|Current                                                   |      | (1,121              | )   
|Future                                                    |      | --                  |     
|                                                          |     
|Net income (loss) for the year                            |      | $            2,136  |     
|                                                          |     
|Deficit at the beginning of the year:                     |     
|As previously reported                                    |      | (249,375            | )   
|Change in accounting policy (Note 3)                      |      | (410                | )   
|                                                          |     
|As restated                                               |      | $      (249,785     | )   
|                                                          |     
|Deficit at the end of the year                            |      | $      (247,649     | )   
|                                                          |     
|Weighted average number of shares outstanding             |      | 147,597,481         |     
|                                                          |     
|Basic Income (loss) per share - U.S.$                     |      | $              0.01 |     
|                                                          |     
|Basic Income (loss) per share - CDN.$                     |      | $              0.02 |     
|                                                          |     
|Diluted Income (loss) per share - U.S.$                   |      | $              0.01 |     
|                                                          |     

---

# Eldorado Gold Corporation
Consolidated Statements of Cash Flows 
For The Years Ended December 31 
(Expressed in thousands of U.S. dollars)

|                                                     | 2002 | 2001       | 2000
|---------------------------------------------------- | ---- | ---------- | ----
|                                                    
|                                                     |     
|Cash flows from operating activities                 |      |            |     
|Net income (loss) for the year                       |      | $   2,136  |     
|Items not affecting cash                             |     
|Depletion, depreciation and amortization             |      | 10,337     |     
|Future income taxes                                  |      | --         |     
|Reclamation                                          |      | --         |     
|Writedown of assets                                  |      | 415        |     
|Loss (Gain) on disposals of property, plant and      |     
|equipment                                            |      | 205        |     
|Gain on disposition of subsidiary (Note 4)           |      | --         |     
|Gain on settlement of convertible debenture (Note 9) |      | (463       | )   
|Interest and financing costs                         |      | 249        |     
|Amortization of hedging gain                         |      | (3,550     | )   
|Foreign exchange loss                                |      | 1,784      |     
|                                                     |     
|                                                     |      | 11,113     |     
|Decrease (increase) in accounts receivable           |      | 1,585      |     
|(Increase) decrease in inventories                   |      | (425       | )   
|(Decrease) Increase in accounts payable and accrued  |     
|liabilities                                          |      | (2,985     | )   
|Liquidation of hedges (Note 8)                       |      | --         |     
|                                                     |     
|                                                     |      | 9,288      |     
|Cash flow from investing activities                  |     
|Property, plant and equipment                        |      | (5,334     | )   
|Proceeds from disposals of property, plant and       |     
|equipment                                            |      | 64         |     
|Mineral properties and deferred development          |      | (2,285     | )   
|Investments and advances                             |      | 37         |     
|Proceeds from disposals of investments and advances  |      | --         |     
|Restricted cash                                      |      | 475        |     
|                                                     |     
|                                                     |      | (7,043     | )   
|Cash flow from financing activities                  |     
|Repayment of long-term debt                          |      | (15,476    | )   
|Proceeds from disposition of subsidiary              |      | --         |     
|Issue of common shares:                              |     
|Voting - for cash                                    |      | 47,966     |     
|Special Warrants                                     |      | --         |     
|Other assets and deferred charges                    |      | (95        | )   
|                                                     |     
|                                                     |      | 32,395     |     
|Foreign exchange loss on cash held in foreign        |     
|currency                                             |      | (1,765     | )   
|                                                     |     
|Net Increase (decrease) in cash and cash equivalents |      | 32,875     |     
|                                                     |     
|Cash and cash equivalents at beginning of the year   |      | 4,752      |     
|                                                     |     
|Cash and cash equivalents at end of the year         |      | $ 37,627   |     
|                                                     |     
|Supplemental cash flow information                   |     
|                                                     |     
|Interest paid                                        |      | $      937 |     
|                                                     |     
|Income tax paid                                      |      | $      382 |     
|                                                     |     

---

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2002, 2001 and 2000 
Expressed in thousands of U.S. dollars except per share amounts

1.   Nature of operations

Eldorado Gold Corporation
(Eldorado, or Company) is engaged in gold mining and related
activities, including exploration, extraction, processing and reclamation. Gold, the
primary product, is produced in Brazil. Exploration activities are carried on in Brazil
and Turkey.

The Company has not determined
whether all its development properties contain ore reserves that are economically
recoverable. The recoverability of the amount shown for mineral properties and deferred
development is dependent upon the existence of economically recoverable reserves, the
ability of the Company to obtain the necessary financing, licenses and permits to complete
the exploration and development of its properties, and upon future profitable production
or proceeds from the disposition of the properties. The amounts shown as mineral
properties and deferred development represent net costs to date, less amounts amortized
and/or written off, and do not necessarily represent present or future values.

2.   Significant accounting policies

# Basis of consolidation

The consolidated financial statements
include the accounts of Eldorado and its subsidiaries. The consolidated financial
statements have been prepared using accounting principles generally accepted in Canada. As
described in note 17, these principles differ in certain material respects from accounting
principles generally accepted in the United States.

# Foreign currency
translation

Eldorados subsidiaries are
integrated operations. The financial statements and other transactions stated in foreign
currencies are translated into U.S. dollars using the temporal method, as noted below:

| | Monetary
assets and liabilities are translated at the exchange rate at the balance sheet dates;
|- | -----------------------------------------------------------------------------------------------

| | Non-monetary
assets are translated at historical rates;
|- | -------------------------------------------------------

| | Revenue
and expense items are translated at the average rate for the year; and
|- | ------------------------------------------------------------------------------

| | Translation
gains and losses are included in operations.
|- | --------------------------------------------------------

### Cash and cash
equivalents

Cash and cash equivalents include
those short-term money market instruments which on acquisition have a term to maturity of
three months or less. The Company limits its exposure to credit loss by placing its cash
with institutions which are believed to be creditworthy.

# Inventories

In-process inventories, including ore
stockpiles when applicable, are valued at the lower of average production costs and net
realizable value, after a reasonable allowance for further processing costs. Materials and
supplies are valued at the lower of average cost and replacement cost.

# Investments

Investments in shares of other
companies are carried at cost or at cost less amounts written off to reflect an impairment
in value that is other than temporary.

---

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2002, 2001 and 2000 
Expressed in thousands of U.S. dollars except per share amounts

### Property, plant and equipment

Property, plant and equipment are
carried at cost, including costs associated with properties under development. Assets used
in commercial production are subject to depreciation and depletion over their estimated
useful lives, on the basis described below:

Mineral properties and capitalized
development costs for an underground operation  where the mine operating plan calls
for production from well defined ore reserves, the life of mine method is applied.

Buildings, machinery, mobile and
other equipment  depreciated on a straight-line basis over the life of the mine.

Management of the Company regularly
reviews the net carrying value of each mineral property. Where information is available
and conditions suggest impairment, estimated future net cash flows from each property are
calculated using estimated future prices, proven and probable reserves, and operating,
capital and reclamation costs on an undiscounted basis. Reductions in the carrying value
of each property would be recorded to the extent the net book value of the investment
exceeds the estimated future cash flows.

For accounting periods beginning on
or after April 1, 2003, the Company will be required to adopt the recommendations of CICA
Handbook section 3063 Impairment of Long-Lived Assets. This harmonises the
existing rules for recognition and measurement of Long Lived Assets with U.S. GAAP,
specifically SFAS No. 144.

Where estimates of future net cash
flows are not available and where other conditions suggest impairment, management
considers whether the carrying value should be reduced.

Managements estimates of
mineral prices, recoverable proven and probable reserves, and operating, capital and
reclamation costs are subject to risks and uncertainties which may affect the assessment
of recoverability of mineral property costs. Although management has made its best
estimate of these factors, it is possible that changes could occur in the near term which
could adversely affect managements estimate of the net cash flow to be generated
from its properties.

The acquisition of title to mineral
properties is a detailed and time-consuming process. The Company has taken steps, in
accordance with industry standards, to verify mineral properties in which it has an
interest. Although the Company has taken every precaution to ensure that legal title to
its properties is properly recorded in the name of the Company, there can be no assurance
that such title will ultimately be secured.

# Exploration and
development

Exploration costs are charged against
operations as incurred until a mineral resource is established on a property, from which
time exploration expenditures are capitalized.

# Deferred financing
charges

Deferred financing charges consist of
commissions and expenses related to establishing the related indebtedness and are being
amortized to operations over the life of such indebtedness.

---

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2002, 2001 and 2000 
Expressed in thousands of U.S. dollars except per share amounts

### Environmental
reclamation, rehabilitation and mine closure costs

Expenditures related to environmental
protection, reclamation and site restorations undertaken during mine operations are
expensed as incurred. Costs to be incurred at, or subsequent, to the closing of a mine are
estimated and charged against operations over the estimated life of the mine or until it
is estimated an adequate provision exists.

In December 2002, the Accounting
Standards Board approved a standard on accounting for asset retirement obligations. The
standard requires the recognition of a liability for obligations associated with the
retirement of property, plant and equipment when the liability is incurred. The liability
would be recognized initially at discounted fair value and the resulting amount would be
capitalized as part of the asset. The new rules are effective for fiscal years beginning
on or after January 1, 2004, but earlier application is encouraged.

# Revenue recognition

Revenues from the sale of bullion are
recognized when the goods have been delivered and title passes to the purchaser.

# Use of estimates

The preparation of financial
statements in conformity with Canadian generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of assets
and liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ from those
estimates.

The most significant estimates are
related to the physical and economic lives of mineral assets, their recoverability, site
restoration costs and related obligations.

# Share option plan

Effective January 1, 2002, the
Company adopted the new recommendations for accounting for stock-based compensation as
required by CICA Handbook section 3870, Stock-based Compensation and Other Stock-based
Payments (CICA 3870). CICA 3870 establishes standards for the recognition,
measurement and disclosure of stock-based compensation and other stock-based payments made
in exchange for goods and services. It applies to transactions, including non-reciprocal
transactions, in which an enterprise grants shares of common stock, stock options, or
other equity instruments, or incurs liabilities based on the price of common stock or
other equity instruments. The recommendations of CICA 3870 are applied prospectively to
awards granted on or after the date of adoption.

As permitted by CICA 3870, the
Company has elected not to apply fair value accounting and to measure compensation cost
using the intrinsic value method for awards of stock options to employees under our stock
based compensation plan. Accordingly, no compensation cost will be recognized for stock
options whose exercise price was equal to the market price on the date of grant. Entities
that do not apply the fair value based method of accounting are required to disclose for
each period for which an income statement is provided the pro forma net income and net
income per share as if the fair value based accounting method had been used to account for
stock-based compensation. Details of pro forma net income and net income per share are set
out in note 11.

Consideration paid for shares on
exercise of the share options is credited to share capital.

---

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2002, 2001 and 2000 
Expressed in thousands of U.S. dollars except per share amounts

# Income taxes

Future income taxes are recognized
for the future income tax consequences attributable to differences between the carrying
values of assets and liabilities and their respective income tax bases. Future income tax
assets and liabilities are measured using enacted income tax rates expected to apply to
taxable income in the years in which temporary differences are expected to be recovered or
settled. The effect on future income tax assets and liabilities of a change in rates is
included in operations in the period that includes the enactment date. A future income tax
asset is recorded when the probability of the realization is more likely than not.

### Earnings (loss)
per share

Earnings or loss per share are
presented for basic and diluted net income (loss). Basic earnings per share is computed by
dividing net income or loss by the weighted average number of outstanding common shares
for the year. The computation of diluted earnings per share includes the same numerator
but the denominator is increased to include the number of additional common shares that
would have been issued if potentially dilutive common shares had been issued (such as
common share, issued on exercise of employee stock options).

# 3.   Change in Accounting Policy

The Company has changed its method of
recording revenue to recording sales when the goods have been delivered and title passes
to the purchaser. Previously the Company recorded revenue on a production basis at the net
realized value of dore sales. The Company has applied the changes retroactively and prior
periods have been restated. The effects of the restatement are presented below.

---

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2002, 2001 and 2000 
Expressed in thousands of U.S. dollars except per share amounts

|Income Statement                                      | 2002 | 2001      | 2000
|----------------------------------------------------- | ---- | --------- | ----
|                                                     
|Revenue before change                                 |      | $ 35,404  |     
|Change in accounting policy                           |      | (1,353    | )   
|                                                      |      |          
|Revenue after change                                  |      | $ 34,051  |     
|                                                      |      |          
|Operating costs before change                         |      | $ 19,600  |     
|Change in accounting policy                           |      | (573      | )   
|                                                      |      |          
|Operating costs after change                          |      | $ 19,027  |     
|                                                      |      |          
|Net Income before change                              |      | $   2,916 |     
|Change in accounting policy                           |      | (780      | )   
|                                                      |     
|Net Income after change                               |      | $   2,136 |     
|                                                      |     
|Basic income (loss) per share before change - U.S.$   |      | 0.01      |     
|Change in accounting policy                           |      | --        |     
|                                                      |     
|Basic income (loss) per share after change - U.S.$    |      | 0.01      |     
|                                                      |     
|Diluted income (loss) per share before change - U.S.$ |      | 0.01      |     
|Change in accounting policy                           |      | --        |     
|                                                      |     
|Diluted income (loss) per share after change - U.S.$  |      | 0.01      |     
|                                                      |     
|Balance Sheet                                         |     
|                                                     
|Accounts receivable before change                     |      | $   3,513 |     
|Change in accounting policy                           |      | (2,133    | )   
|                                                      |     
|Accounts receivable after change                      |      | $   1,380 |     
|                                                      |     
|Inventories before change                             |      | $   4,923 |     
|Change in accounting policy                           |      | 943       |     
|                                                      |     
|Inventories after change                              |      | $   5,866 |     
|                                                      |     

4.   Sale of Mexican Subsidiaries

Effective November 1, 2000, the
Company sold its Mexican subsidiaries to Conservación y Se&ntidle;alamiento Vial
and Exploraciones Mineras del Desierto S.A. de C.V. The financial statements include the
results of operations of the subsidiaries for the period from January 1, 2000 to October
31, 2000. A gain of $297 was recorded as a result of this disposal.

# 5.   Inventories

|                       | 2002 | 2001  
|---------------------- | ---- | ------
|                      
|In process inventory   |      | $1,480
|Materials and Supplies |      | 4,386 
|                       |      |       
|                       |      | $5,866
|                       |      |       

---

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2002, 2001 and 2000 
Expressed in thousands of U.S. dollars except per share amounts

# 6.   Property, Plant and Equipment

|                                            | 2002 | 2001        
|------------------------------------------- | ---- | ------------
|                                            |      |             
|Property, plant and equipment               |      |             
|Sao Bento mine                              |      | $ 108,857   
|Accumulated depreciation and depletion      |      | (47,121     
|                                            |      |             
|                                            |      | $   61,736  
|                                            |      |             
|Office furniture and equipment              |      | $     2,012 
|Accumulated depreciation                    |      | (1,645      
|                                            |      |             
|                                            |      | $        367
|                                            |      |             
|Total property, plant and equipment         |      | $   62,103  
|                                            |      |             
|Mineral properties and deferred development |      | $   32,958  
|                                            |      |             
|                                            |      | $   95,061  
|                                            |      |             

# 7.   Other Assets and Deferred charges

|                                | 2002 | 2001    
|------------------------------- | ---- | --------
|                                |      |         
|Deferred financing charges for: |      |         
|Convertible Debenture           |      | $     90
|Long term debt                  |      | --      
|                                |      |         
|                                |      | $     90
|Cash security deposits          |      | --      
|                                |      |         
|                                |      | $     90
|                                |      |         

# 8.   Deferred Gain

Eldorado recorded a deferred gain of
nil in 2002, $4,090 in 2001 and $511 in 2000 as a result of liquidating a portion of its
hedging position. The remaining hedging gains of $1,957 will be taken into income over the
years for which the hedges were originally established per the table below.

|                     | 2003 | 2004  
|-------------------- | ---- | ------
|
|Deferred gain (loss) |      | $2,286

# 9.   Convertible Debentures

|                                         | 2002 | 2001  
|---------------------------------------- | ---- | ------
|
|Debentures                               |      | $6,796
|
|Equity portion of convertible debentures |      | 1,094 

---

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2002, 2001 and 2000 
Expressed in thousands of U.S. dollars except per share amounts

# 9.   Convertible Debentures (continued)

# Debentures maturing
November 1, 2004

On June 20, 2002, the Company agreed,
by private contract, to purchase $2,000 of the convertible debentures for a purchase price
of 1,597,867 common shares of the Company. These common shares were issued on
July 17, 2002. As a consequence of this transaction, the debt and equity components
were reduced by $1,863 and $306, respectively, and a gain on settlement of $463 was
recognized in earnings, offset by $32 in deferred costs charged to share capital as a
share issue cost.

The instrument has been accounted for
as a debt instrument, at its present value, with an amount recorded in equity to reflect
the estimated fair value of the conversion feature. The debt will be accreted to its face
value over the term of the debentures. The face value of the convertible debentures is
$7,150 at December 31, 2002 (December 31, 2001  $9,150).

# 10.  Long Term Debt and Restricted Cash

|                          | 2002 | 2001      
|------------------------- | ---- | ----------
|Restricted Cash           |      |           
|Reserve account           |      | $       --
|                          |      |           
|                          |      | $       --
|                          |      |           
|Long term debt            |     
|Corporate loan facility   |      | $       --
|Energold Mining Ltd. loan |      | --        
|                          |      |           
|                          |      | $       --
|Current portion           |      | --        
|                          |      |           
|                          |      | $       --
|                          |      |           

Commencing on March 31, 1999 the
Company, as part of the Amended and Restated Credit Agreement (the ARCA) with
NM Rothschild & Sons Ltd. (NM Rothschild), agreed to the establishment of
a Reserve account in which the Company agreed to deposit cash quarterly under certain
circumstances. The purpose of this account was to serve as a reserve against future
payments of principal, interest and other amounts due under the Loan Agreement. As at
December 31, 2002 the amount held in the Reserve account was $Nil (2001  $475).

As at December 31, 2001, the total
debt outstanding was $15,103, which was made up of $13,909 of loan and $1,194 of accrued
fees payable at the time of final principal payment. The loan bore an interest of LIBOR
plus 2.5%, which was 4.5806% at December 31, 2001.

On November 25, 2002, the remainder
of the debt outstanding was fully paid.

Energold Mining Ltd.

In November of 2001 the Company paid
Energold an amount of $71(Cdn.$112,000)as partial cash settlement on the
noteandamended the maturity date on the promissory note. This loan was
fully paid on May 31, 2002.

---

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2002, 2001 and 2000 
Expressed in thousands of U.S. dollars except per share amounts

# 11.   Share Capital

(a)   Authorized and Issued Share Capital

Eldorados authorized share
capital consists of an unlimited number of voting and non-voting common shares with no par
value. The details of the common shares issued and outstanding are as follows:

|2001                                           | Shares Issued | Amount     
|---------------------------------------------- | ------------- | -----------
|                                               |               |            
|Shares  at beginning of the year               |               | 84,040,314 
|Shares for exercised stock options             |               | 35,000     
|Shares for cash consideration                  |               | 18,245,458 
|                                               |               |            
|Shares at December 31, 2001                    |               | 102,320,772
|                                               |               |            
|
|                                               |               |            
|Shares  at beginning of the year               |               | 102,320,772
|Shares for exercised stock options             |               | 1,450,000  
|Shares for cash consideration - Financing      |               | 88,273,810 
|Shares for cash consideration - Warrants       |               | 12,600,561 
|Shares for conversion of Convertible Debenture |               | 1,597,867  
|Shares returned to Treasury                    |               | (39,000    
|                                               |               |            
|Shares at December 31, 2002                    |               | 206,204,010
|                                               |               |            

On November 24, 2000, the Company
completed a private placement of 18,245,458 special warrants at a price of Cdn$0.55 per
Special Warrant to raise gross proceeds of Cdn$10,035,000 (US$6,520). Net proceeds
received after payment of all expenses related to the offering were $5,874. Each special
warrant was exercised without further payment of additional consideration for a unit
consisting of one common share of the Company and one half of a share purchase warrant.
Each whole warrant entitles the holder to acquire an additional common share of the
Company at a price of Cdn$0.80 per common share until February 22, 2003. During the year,
4,823,634 warrants at $0.80 and 1,824,546 compensation options at $0.55 were issued for a
total of 6,648,180 shares for the above.

On February 15, 2002, the Company
completed a private placement of 59,523,810 special warrants at a price of Cdn$0.42 per
special warrant to raise gross proceeds of Cdn$25,000,000 (US$15,728). Net proceeds after
payments of all expenses relating to the offering were Cdn$22,957,000 (US$14,439). Each
special warrant entitled the holder to receive one common share of the Company at no
additional cost. In consideration for acting as Eldorados Underwriters in respect of
the sale of the special warrants, the agents received a cash commission, and compensation
warrants exercisable without payment of additional consideration of 5,952,381 special
warrants at Cdn$0.49. All compensation options have been exercised at a price of Cdn$0.49.

During 2002 a total of 12,600,561
shares were issued for the above warrants and proceeds of $5,008 were received.

---

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2002, 2001 and 2000 
Expressed in thousands of U.S. dollars except per share amounts

# 11.   Share Capital (continued)

On December 23, 2002, the Company
completed a financing of 28,750,000 units at a price of Cdn$1.60 per unit with a syndicate
of underwriters for a gross proceeds of Cdn$46,000,000 (US$29,637). Net proceeds after
payments of all expenses relating to the offering were Cdn$43,605,000 (US$28,097). Each
unit consists of one common share in the capital of the Company and one-half of one common
share purchase warrant. Each warrant entitles the holder thereof to acquire one common
share at a price of Cdn$2.00 until December 23, 2003.

(b)   Share option plan

As at December 31, 2002, the Company
has a share option plan as described below. No compensation expense is recognized in
operations for this plan when options are granted pursuant to the plan. Consideration paid
for shares on exercise of the share options is credited to share capital.

The Company established a share
purchase option plan (the Plan) in June 1994. Amendments to the Plan were
approved in June 1995, June 1996 and May 2000. The Board of Directors administers the
Plan, whereby it may from time to time grant up to a total of 10,200,000 options to
directors, officers, employees, consultants or advisors. All options granted under the
Plan expire not later than the tenth anniversary of the date the options were granted. The
exercise price of an option is determined by the Board of Directors, but shall not be less
than the closing price of the common shares of the Company on The Toronto Stock Exchange
on the last business day before the date on which the option is granted. Vesting and terms
are at the discretion of the Board of Directors.

A summary of the terms and status of
Companys outstanding options at December 31, 2002 and 2001 and the changes for the
years ending on those dates is presented below:

|Options (Cdn$)                                              | Outstanding
         
         
Options | Weighted Average
Exercise Price
|----------------------------------------------------------- | --------------------------------------- | -------------------------------
|
|                                                            |                                         |                                
|Outstanding options as at January 1, 2001                   |                                         | 6,513,143                      
|Granted                                                     |                                         | 2,349,150                      
|Exercised                                                   |                                         | (35,000                        
|Expired/Cancelled                                           |                                         | (4,347,793                     
|                                                            |                                         |                                
|Outstanding and exercisable options as at December 31, 2001 |                                         | 4,479,500                      
|                                                            |                                         |                                
|
|                                                            |                                         |                                
|Outstanding options as at January 1, 2002                   |                                         | 4,479,500                      
|Granted                                                     |                                         | 1,992,500                      
|Exercised                                                   |                                         | (1,450,000                     
|Expired/Cancelled                                           |                                         | (597,000                       
|                                                            |                                         |                                
|Outstanding options as at December 31, 2002                 |                                         | 4,425,000                      
|                                                            |                                         |                                
|Exercisable options as at December 31, 2002                 |                                         | 4,198,333                      

---

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2002, 2001 and 2000 
Expressed in thousands of U.S. dollars except per share amounts

# 11.   Share Capital (continued)

The following table summarizes
information about share options granted during the twelve months ended December 31,
2002:

|Shares    | Weighted average
exercise price  
Cdn$
|--------- | --------------------------------------
|         
|1,432,500 |                                       
|145,000   |                                       
|75,000    |                                       
|90,000    |                                       
|250,000   |                                       
|         
|1,992,500 |                                       

As at December 31, 2002, options to
purchase up to 1,285,358 (December 31, 2001  2,680,858) shares remained available to
be granted under the Plan. Summaries of the Companys options outstanding, exercise
prices and expiry dates are presented below.

Stock Options (Cdn$)

|Range of
Exercise Prices ($) | Number
Outstanding at
December 31, 2002 | Weighted-Average
Life
Remaining
(years) | Weighted
Average Exercise
Price ($)
|---------------------------- | --------------------------------------- | --------------------------------------- | -----------------------------------
|                            
|Less than 0.4                |                                         | 1,641,000                               |                                    
|0.41 to 0.50                 |                                         | 716,500                                 |                                    
|0.51 to 0.60                 |                                         | 50,000                                  |                                    
|0.61 to 0.70                 |                                         | 445,000                                 |                                    
|0.71 to 0.80                 |                                         | 1,182,500                               |                                    
|Greater than 0               |                                         | 390,000                                 |                                    
|                            
|Total                        |                                         | 4,425,000                               |                                    

Stock Options (Cdn$)

|Range of
Exercise Prices ($) | Number
Outstanding at
December 31, 2002 | Weighted-Average
Life
Remaining
(years) | Weighted
Average Exercise
Price ($)
|---------------------------- | --------------------------------------- | --------------------------------------- | -----------------------------------
|                            
|Less than 0.4                |                                         | 2,351,000                               |                                    
|0.41 to 0.50                 |                                         | 891,500                                 |                                    
|0.51 to 0.60                 |                                         | 50,000                                  |                                    
|0.61 to 0.70                 |                                         | 300,000                                 |                                    
|0.71 to 0.80                 |                                         | 219,000                                 |                                    
|Greater than 0               |                                         | 668,000                                 |                                    
|                            
|Total                        |                                         | 4,479,500                               |                                    

---

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2002, 2001 and 2000 
Expressed in thousands of U.S. dollars except per share amounts

# 11.   Share Capital (continued)

As discussed in note 1, the Company
adopted the new recommendations for accounting for stock options as required by CICA
Handbook section 3870 during the year. The recommendations of CICA 3870 are applied
prospectively to awards granted on or after the date of adoption and therefore pro forma
charges for the year include only those options granted in 2002.

Had the Company determined
compensation costs for this Plan based on the fair value at the grant dates for those
share options consistent with the fair value method of accounting for stock-based
compensation, the Companys net earnings and earnings per share would have been
reduced to the pro forma amounts indicated below:

|                                     |  | December 31, 2002
|------------------------------------ |  | -----------------
|
|Net earnings for the period          |  | As reported      
|                                     |  | Pro forma        
|
|Basic and diluted earnings per share |  | As reported      
|                                     |  | Pro forma        

The fair values of options included
in the pro forma amounts presented above have been estimated using an option-pricing
model. Assumptions used in the pricing model are as follows:

|                                | December 31, 2002
|------------------------------- | -----------------
|
|Average risk-free interest rate |                  
|Expected life                   |                  
|Expected Volatility             |                  
|Expected dividends              |                  

---

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2002, 2001 and 2000 
Expressed in thousands of U.S. dollars except per share amounts

# 11.   Share Capital (continued)

The following table summarizes
information about the warrants outstanding as at December 31, 2002 and 2001.

|                                                   | Outstanding
Warrants | Weighted
Average
Exercise Price
(Cdn$)
|-------------------------------------------------- | -------------------- | --------------------------------------
|                                                  
|Warrants outstanding at December 31, 2001 and 2000 |                      | 13,872,729                            
|                                                   |                      |                                       
|Warrants outstanding at January 1, 2002            |                      | 13,872,729                            
|Granted during - 2002                              |                      | 15,287,273                            
|Exercised                                          |                      | (4,823,634                            
|Cancelled                                          |                      | (4,750,000                            
|                                                   |                      |                                       
|Warrants outstanding at December 31, 2002          |                      | 19,586,368                            
|                                                   |                      |                                       

|Number
Outstanding at 
December 31, 2002 | Weighted-Average
Remaining
Contractual Life
(years) | Exercise Price
(Cdn.$)
|---------------------------------------- | --------------------------------------------------- | ----------------------
|5,211,368                                |                                                     | 0                     
|14,375,000                               |                                                     | 0                     
|                                        

(c)
   Shareholder rights plan

On March 8, 1995, the Board of
Directors of Eldorado adopted a Shareholder Rights Plan, which was approved by the
shareholders at the Annual General meeting on June 5, 1995. Under the terms of the plan,
rights are attached to the common shares and to the 8.25% convertible subordinated
unsecured debentures. The rights become marketable and exercisable only upon the
occurrence of certain specified events. If a person or group acting in concert acquires or
announces its intention to acquire 20% or more of the outstanding common shares in a
non-permitted bid, each right, on exercise, entitles the holders (other than the acquiring
person or group) to purchase common shares of Eldorado at half the current market price
per common share.

The rights are not triggered by a
permitted bid which is, in effect, a bid made to all shareholders for all of
the voting shares by way of a bid circular. Such an offer must remain outstanding for at
least 75 days and must be accepted by shareholders holding at least 50% of the outstanding
shares that are not held by the bidder. At any time prior to the rights becoming
exercisable, the Board of Directors may redeem all the rights at $.00001 per right.

---

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2002, 2001 and 2000 
Expressed in thousands of U.S. dollars except per share amounts

# 11.   Share Capital (continued)

(d)   Net income (loss) per share

Net income (loss) per share was
calculated on the basis of the weighted average number of shares outstanding for the year
which amounted to 147,597,481 (2001  99,736,407, 2000  79,874,211). Diluted
net income per share reflects the dilutive effect of the exercise of stock options and
warrants outstanding as at year end. The effect of common stock options and warrants on
the net loss per share in 2001 was not reflected as to do so would be anti dilutive. The
number of shares for the diluted net income per share calculation for 2002 and 2000 were
149,395,784 and 80,456,643 respectively.

# 12.   Financial Instruments

Fair value of financial instruments

At December 31, 2002 and 2001, the
fair value of cash, and cash equivalents, accounts receivable, accounts payable and
accrued liabilities approximate their respective carrying values.

The carrying values and estimated
fair values of Eldorados other recognized financial instruments are as follows:

|2001                                              | Carrying
Amount | Estimated
fair value
|------------------------------------------------- | --------------- | --------------------
|                                                  |                
|Financial Assets                                  |                 |                     
|Forward Gold Sales contracts                      |                 | $       --          
|Investments                                       |                 | 122                 
|Financial Liabilities                             |                
|Convertible debentures (including equity portion) |                 | $  9,882            
|Long term debt                                    |                 | 15,346              
|
|Financial Assets                                  |                
|Investments                                       |                 | $     108           
|Financial Liabilities                             |                
|Convertible debentures (including equity portion) |                 | $  7,890            

Financial instruments, which subject
the Company to market risk and concentrations of credit risk, consist primarily of gold
hedge contracts. The Companys exposure to credit risk in the event of
non-performance by counterparties in connection with its metal forward contracts is
limited to the unrealized gains on outstanding contracts based on current market prices.
The Company has minimized its credit risk by monitoring the financial conditions of its
counterparty and by dealing with large creditworthy institutions. The Company has no
credit risk on its derivatives as it delivered into its outstanding hedge book during the
year.

---

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2002, 2001 and 2000 
Expressed in thousands of U.S. dollars except per share amounts

# 13.   Taxes

Details of income tax expense related
to operations are as follows:

|                   | 2002 | 2001      | 2000
|------------------ | ---- | --------- | ----
|                   |     
|Income Taxes       |      |           |     
|Recovery (Expense) |     
|Current            |     
|Canada             |      | $      45 |     
|Foreign            |      | (1,166    | )   
|Future             |     
|Canada             |      | --        |     
|Foreign            |      | --        |     
|                   |     
|                   |      | $(1,121   | )   
|                   |     

The reconciliation of the combined
Canadian federal and provincial statutory income tax rates to the effective tax rate on
earnings before taxes and other items is as follows:

|                                              | 2002
% | 2001
% | 2000
  %
|--------------------------------------------- | ------ | ------ | --------
|                                              |       
|Statutory Rate                                |        | 39     | .62     
|Losses not recognized net of income           |       
|not subject to tax                            |        | (42    | .93)    
|Gain on disposition of subsidiary not taxable |        | --     |         
|Temporary differences not recorded            |        | --     |         
|Non-deductible expense and other items        |        | 37     | .73     
|                                              |        |       
|Effective income tax rate                     |        | 34     | .42     
|                                              |        |       

Eldorado and its subsidiaries have
tax losses from prior years, which are available to offset taxable income of future years.
These tax losses expire as follows:

|2004   | 2008 | 2009  
|------ | ---- | ------
|
|$2,958 |      | $2,601

In addition,  the Brazilian
 subsidiaries have losses of $108,651,  which can be used to offset taxable income and
$95,913 which can be used to offset  income for social  contribution  tax.  These  losses
have no expiry date and can be used to offset 30% of income in any one year.

No recognition has been given in the
accounts to the potential future benefits that may arise on utilization of tax losses.

---

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2002, 2001 and 2000 
Expressed in thousands of U.S. dollars except per share amounts

13.   Taxes (continued)

Significant components of Eldorado's
future income tax assets (liability) excluding losses at December 31 were as follows:

|                                       | 2002 | 2001  
|-------------------------------------- | ---- | ------
|                                       |      |       
|Mineral properties                     |      | 3,875 
|Capital assets                         |      | 836   
|Undistributed earnings of a subsidiary |      | (196  
|Other                                  |      | 2,832 
|                                       |      |       
|                                       |      | 7,347 
|Valuation allowance                    |      | (7,543
|                                       |      |       
|Future income tax liability            |      | (196  
|                                       |      |       

# 14.   Commitments and Contingencies

Interest on withholding taxes

São Bento Mineraçao may
have a liability relating to interest and penalties on accrued but unpaid withholding tax
on gold loans. The Company believes there are no grounds to the claim and will defend its
position vigorously. If an unfavorable ruling were to occur the Company estimates the
liability to be a maximum of $1,100.

---

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2002, 2001 and 2000 
Expressed in thousands of U.S. dollars except per share amounts

# 15.   Segmented Information

All of Eldorados operations are
related to the gold mining industry. In 2002 and 2001 Eldorado had a single producing
mine, São Bento with mining and exploration assets located in South America and
Turkey.

|                                                          | Twelve months
ended
December 31
2002 | Twelve months
ended
December 31
 2001 | Twelve months
ended
December 31
2000
|--------------------------------------------------------- | ------------------------------------ | ------------------------------------- | ------------------------------------
|                                                          |                                     
|                                                          |                                      |                                      
|Gold sales                                                |                                      |                                       |                                     
|Sao Bento Mine                                            |                                      | $ 34,051                              |                                     
|La Colorada Mine                                          |                                      | --                                    |                                     
|                                                          |                                      |                                      
|                                                          |                                      | 34,051                                |                                     
|                                                          |                                      |                                      
|Operating costs                                           |                                     
|Sao Bento Mine                                            |                                      | 19,027                                |                                     
|La Colorada Mine                                          |                                      | --                                    |                                     
|                                                          |                                      |                                      
|                                                          |                                      | 19,027                                |                                     
|                                                          |                                      |                                      
|Depletion, depreciation and amortization                  |                                     
|Sao Bento Mine                                            |                                      | 9,034                                 |                                     
|La Colorada Mine                                          |                                      | --                                    |                                     
|                                                          |                                      |                                      
|                                                          |                                      | 9,034                                 |                                     
|                                                          |                                      |                                      
|Corporate expenses, net of interest and other income      |                                      | (1,035                                | )                                   
|Exploration expense                                       |                                      | (1,078                                | )                                   
|Writedown of assets                                       |                                      | (415                                  | )                                   
|Reorganization costs                                      |                                      | --                                    |                                     
|(Loss) gain on disposals of property, plant and equipment |                                      | (205                                  | )                                   
|Gain on disposition of subsidiary                         |                                      | --                                    |                                     
|                                                          |                                      |                                      
|Profit (loss) before income taxes                         |                                      | 3,257                                 |                                     
|                                                          |                                      |                                      
|Taxes                                                     |                                     
|Current                                                   |                                      | (1,121                                | )                                   
|Future                                                    |                                      | --                                    |                                     
|                                                          |                                      |                                      
|Net income (loss) for the year                            |                                      | $   2,136                             |                                     
|                                                          |                                      |                                      

---

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2002, 2001 and 2000 
Expressed in thousands of U.S. dollars except per share amounts

# 15.   Segmented
Information (continued)

|                                            |  |             
|------------------------------------------- |  | ------------
|
|                                           
|Segment assets                              |  |             
|Sao Bento Mine                              |  | $   73,406  
|                                            |  |             
|Total assets for reportable segments        |  | 73,406      
|Mineral properties and deferred development |  | 32,958      
|Other                                       |  | 33,768      
|                                            |  |             
|                                            |  | $  140,132  
|                                            |  |             
|Revenues by geographic area                 | 
|North America                               |  | $        108
|South America                               |  | 39,184      
|Turkey                                      |  | 4           
|                                            | 
|                                            |  | $   39,296  
|                                            | 
|Net Income by geographic area               | 
|North America                               |  | $  (4,886   
|South America                               |  | 7,637       
|Turkey                                      |  | (530        
|Australia                                   |  | (85         
|                                            | 
|                                            |  | $     2,136 
|                                            | 
|Assets by geographic area                   | 
|North America                               |  | $   33,023  
|South America                               |  | 73,637      
|Turkey                                      |  | 33,468      
|Australia                                   |  | 4           
|                                            |  |             
|                                            |  | $  140,132  
|                                            |  |             

---

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2002, 2001 and 2000 
Expressed in thousands of U.S. dollars except per share amounts

16.   
          Supplementary cash flow information

The Company conducted non-cash
investing and financing activities as follows:

|                                             | 2002 | 2001      | 2000
|-------------------------------------------- | ---- | --------- | ----
|Operating activities                         |      |           |     
|Foregiveness of amounts owed by the company  |      | $      -- |     
|                                             |      |           |     
|                                             |      | $      -- |     
|                                             |      |           |     
|Investing activities                         |     
|Foregiveness of amounts owed by the company  |      | $      -- |     
|                                             |      |           |     
|                                             |      | $      -- |     
|                                             |      |           |     
|Financing activities                         |     
|Long term debt fee accrual                   |      | $   (56   | )   
|Increase in long term debt                   |      | 56        |     
|Interest accrual on convertible debentures   |      | 177       |     
|Settlement of convertible debentures         |      | 1,686     |     
|Gain on conversion of convertible debentures |      | (463      | )   
|Shares issued for convertible debentures     |      | (1,674    | )   
|Share issue costs for convertible debentures |      | (32       | )   
|Equity portion of convertible debentures     |      | 306       |     
|                                             |      |           |     
|                                             |      | $      -- |     
|                                             |      |           |     

---

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2002, 2001 and 2000 
Expressed in thousands of U.S. dollars except per share amounts

### 17.   Significant
differences from United States accounting principles

Canadian generally accepted
accounting principles (Canadian GAAP) vary in certain significant respects from the
principles and practices generally accepted in the United States (U.S. GAAP). The effect
of the principal measurement differences on the Companys consolidated financial
statements are quantified below and described in the accompanying notes:

|                                               | Twelve months ended December 31,
|---------------------------------------------- | --------------------------------
|
|                                              
|
|                                              
|Net earnings (loss) for the period             |                                 
|reported under Canadian GAAP                   |                                 
|Add (deduct)                                   |                                 
|Property, plant and equipment costs (a)        |                                 
|Exploration costs (a)                          |                                 
|Deferred gain amortization - Canadian GAAP (b) |                                 
|Forward gold sales contracts - U.S. GAAP (b)   |                                 
|Accretion on convertible                       |                                 
|debentures (c)                                 |                                 
|Gain on settlement of convertible              |                                 
|debentures - Canadian GAAP (c)                 |                                 
|                                               |                                 
|(Loss) net earnings for the period             |                                 
|under U.S. GAAP before extraordinary items     |                                 
|Gain on settlement of convertible              |                                 
|debentures - U.S. GAAP (c)                     |                                 
|                                               |                                 
|(Loss) net earnings for the period after       |                                 
|extraordinary items but before comprehensive   |                                 
|income adjustments                             |                                 
|                                               |                                 
|Net earnings (loss) per common                 |                                 
|share - U.S. GAAP before and after             |                                 
|extraordinary items                            |                                 
|Basic and diluted                              |                                 
|                                               |                                 
|Other comprehensive income                     |                                 
|Opening balance                                |                                 
|Gold sales contracts (b)                       |                                 
|                                               |                                 
|Closing balance                                |                                 
|                                               |                                 

---

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2002, 2001 and 2000 
Expressed in thousands of U.S. dollars except per share amounts

|                                               | Year ended December 31,
|---------------------------------------------- | -----------------------
|
|                                              
|
|                                              
|Shareholders' equity reported under            |                        
|Canadian GAAP                                  |                        
|                                              
|Cumulative adjustments to shareholders' equity |                        
|add (deduct)                                   |                        
|                                              
|Property, plant and equipment costs (a)        |                        
|Exploration costs (a)                          |                        
|Forward gold sales contracts (b)               |                        
|Deferred gain on gold sales contracts (b)      |                        
|Accretion on convertible debentures (c)        |                        
|Equity portion of convertible debentures (c)   |                        
|Gain on settlement of convertible              |                        
|debentures - Canadian GAAP (c)                 |                        
|Gain on settlement of convertible              |                        
|debentures - U.S. GAAP (c)                     |                        
|                                               |                        
|Shareholders' equity under U.S. GAAP           |                        
|                                               |                        
|Total assets reported under                    |                        
|Canadian GAAP                                  |                        
|Add (deduct)                                   |                        
|Property, plant and equipment costs (a)        |                        
|Exploration costs (a)                          |                        
|Forward gold sales contracts (b)               |                        
|                                               |                        
|Total assets under U.S. GAAP                   |                        
|                                               |                        
|Total liabilities reported under               |                        
|Canadian GAAP                                  |                        
|Add (deduct)                                   |                        
|Deferred gain on gold sales contracts (b)      |                        
|Convertible debentures (c)                     |                        
|                                               |                        
|Total liabilities under U.S. GAAP              |                        
|                                               |                        

---

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2002, 2001 and 2000 
Expressed in thousands of U.S. dollars except per share amounts

|                                           | Year ended December 31,
|------------------------------------------ | -----------------------
|
|                                          
|
|                                          
|Cash flows from operating activities       |                        
|Net earnings (loss) under Canadian GAAP    |                        
|Exploration costs                          |                        
|                                           |                        
|Cash flows from operating activities       |                        
|under U.S. GAAP                            |                        
|                                          
|Cash flows from investing activities under |                        
|Canadian GAAP                              |                        
|Exploration costs                          |                        
|                                           |                        
|Cash flows from investing activities       |                        
|under U.S. GAAP                            |                        
|                                           |                        
|Cash flows from financing activities       |                        
|under Canadian and U.S. GAAP               |                        
|                                           |                        
|Foreign exchange loss on cash              |                        
|held in foreign currency                   |                        
|                                           |                        
|Increase (decrease) in cash and            |                        
|cash equivalents                           |                        
|                                          
|Cash and cash equivalents -                |                        
|Beginning of period                        |                        
|                                           |                        
|Cash and cash equivalents -                |                        
|End of period                              |                        
|                                           |                        
|Additional supplementary cash              |                        
|flow information                           |                        
|Forward gold sales contracts               |                        
|                                           |                        

a)   Property, plant and equipment and exploration costs

Exploration costs are accounted for
in accordance with Canadian GAAP as disclosed in note 2. For U.S. GAAP purposes, the
Company expenses all exploration costs incurred relating to unproven mineral properties.
When proven and probable reserves are determined for a property and upon completion of a
feasibility study, subsequent exploration and development costs on the property are
capitalized. The capitalized costs of such properties are then assessed periodically for
potential impairment of carrying values. If the carrying value can not be recovered on
 this basis the mineral properties would be written down to fair value. During 2002, the
Company has written down its São Bento mine by $14,195.

The costs of acquiring mineral rights
to properties are capitalized, although the carrying value of such costs are assessed on a
periodic basis to ensure they can be recovered on an undiscounted cash flow basis.

---

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2002, 2001 and 2000 
Expressed in thousands of U.S. dollars except per share amounts

b)   Forward gold sales contracts and
foreign exchange purchase commitments

Derivative instruments

For U.S. GAAP, the Company adopted
Statement of Financial Accounting Standards No. 133 (SFAS No. 133) effective January 1,
2001. SFAS No. 133 requires that all derivatives be recorded on the balance sheet as
either assets or liabilities at their fair value. Changes in a derivatives fair
value are recognized in the earnings of the current period unless specific hedge
accounting criteria are met. Management has currently not designated any of the
Companys financial instruments as hedges for U.S. GAAP purposes under SFAS No. 133.
Gains from hedges previously closed out are classified in other comprehensive income on
transition to SFAS No. 133.

c)   Convertible debentures

Canadian GAAP requires that a portion
of the convertible debentures be classified as equity. The difference between the carrying
amount of the debentures and their face value is accreted over the life of the debt and
charged to earnings (loss) for the year. U.S. GAAP would classify the debentures as a
liability at their face value.

As described in note 9, a
portion of the convertible debentures was settled during 2002, resulting in a gain of $463
under Canadian GAAP. Under U.S. GAAP, the gain on settlement would have been $294 and
would be classified as an extraordinary item.

---

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2002, 2001 and 2000 
Expressed in thousands of U.S. dollars except per share amounts

d)   Stock compensation

As described in note 11 to the
consolidated financial statements, the Company has granted stock options to directors and
employees. For U.S. GAAP purposes, SFAS No. 123, Accounting for Stock-Based
Compensation, requires that an enterprise recognize or, at its option, disclose the
pro forma impact of the fair value of stock options and other forms of stock-based
compensation in the determination of income. The Company has elected under SFAS No.
123 to continue to measure compensation cost by the intrinsic value method set out in APB
Opinion No. 25 (APB 25). As options are granted at exercise prices based on the
market value of the Companys shares at the date of grant, no adjustment for
compensation expense is required. Under SFAS No. 123, where a Company chooses to
continue to apply APB 25 in its basic financial statements, supplemental pro forma
information as if the fair value method was applied must be disclosed. This pro forma
information is set out below. The pro forma stock compensation expense has been
determined by reference to a Black-Scholes option-pricing model that takes into account
the stock price as of the grant date, the exercise price, the expected life of the option,
the estimated volatility of the underlying stock, expected dividends and the risk free
interest rate over the term of the option. Compensation expense is amortized over the
vesting period of the options.

The calculations applied have assumed
that the weighted average expected life of the options is five years, no dividends will be
paid, expected volatility is 50%, and risk free interest rates which range from 4.24% to
4.71% for 2002, 4.40% to 5.56% for 2001, 5.92% to 6.50% for 2000.

Pro forma information for the years
presented is as follows:

|                                   | Twelve months ended December 31,
|---------------------------------- | --------------------------------
|
|                                  
|
|                                  
|(Loss) for the period in           |                                 
|accordance with U.S. GAAP          |                                 
|Compensatory fair value of options |                                 
|granted                            |                                 
|                                   |                                 
|Pro forma (loss) in                |                                 
|accordance with U.S. GAAP          |                                 
|                                   |                                 
|Pro forma (loss) per               |                                 
|share in accordance with U.S.      |                                 
|GAAP - basic and diluted           |                                 
|                                   |                                 

e)    New
accounting standards

Issued in June 2001 was SFAS No. 143,
Accounting for Asset Retirement Obligations. This statement addresses
financial accounting and reporting for obligations associated with the retirement of
tangible long-lived assets and the associated asset retirement costs. It requires that the
fair value of a liability for an asset retirement obligation be recognized in the period
in which it is incurred if a reasonable estimate of fair value can be made. The associated
asset retirement costs are capitalized as part of the carrying amount of the long-lived
asset. The Company is assessing the impact of SFAS No. 143 and will adopt the standard on
January 1, 2003.

---

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2002, 2001 and 2000 
Expressed in thousands of U.S. dollars except per share amounts

In April 2002, the FASB issued SFAS
No. 145, Revision of FASB Statements No. 4, 44 and 64, Amendment of FASB
Statement No. 13, and technical correction. This standard updates, defines and
simplifies several existing accounting pronouncements. For fiscal years beginning after
May 15, 2002, gains and losses from extinguishment of debt are no longer required to
be treated as an extraordinary item.

In June 2002, the FASB issued SFAS
No. 146, Accounting for Costs Associated with exit or disposal
activities. Under this standard, exit costs and restructuring liabilities generally
will be recognized only when incurred. SFAS No. 146 is effective for exit or disposal
activities that are initiated after December 31, 2002.

In November 2002, the FASB issued
Interpretation No. 45, Guarantors Accounting and Disclosure Requirements for
Guarantees of Indebtedness of others. This classifies the requirements of FASB
Statement No. 5 relating to the guarantors accounting for, and disclosures of, the
issue of certain types of guarantees.

In December, 2002 the FASB issued
SFAS 148 Accounting for Stock-Based Compensation  Transition and Disclosure,
An Amendment of FASB Statement No. 123". SFAS 148 provides alternative methods of
transition for a voluntary change to the fair-value based method of accounting for
stock-based employee compensation. In addition, SFAS 148 amends the disclosure
requirements of SFAS 123 to require more prominent and more frequent disclosures in
financial statements about the effects of stock based compensation.

In January 2003, the FASB issued
Interpretation No. 46 Consolidation of Variable Interest Entities, an interpretation
of ARB 51". The primary objective of this is to provide guidance on the
identification of entities for which control is achieved through means other than through
voting rights (variable interest entities or VIEs) and how to determine
when and which business enterprize should consolidate the VIE.

---

# PRODUCTION
HIGHLIGHTS

|                             
|-----------------------------
|
|                             
|Gold Production              
|Ounces                       
|Cash Operating Cost ($/oz)   
|Total Cash Cost ($/oz)1      
|Total Production Cost ($/oz)2
|Realized Price ($/oz) 3      
|                             
|Sao Bento Mine, Brazil       
|Ounces                       
|Tonnes to Mill               
|Grade (grams / tonne)        
|Cash Operating Cost ($/oz)   
|Total Cash Cost ($/oz)1      
|Total Production Cost ($/oz)2
|                             

|1 |  | Cash
Operating Costs plus royalties and the cost of off-site administration.
|- |  | ----------------------------------------------------------------------------

|2 |  | Total
Cash Cost plus depreciation, amortization and reclamation.
|- |  | ----------------------------------------------------------------

|3 |  | Excludes
amortization of deferred gain.
|- |  | ---------------------------------------

---

# Document 4 
Managements Discussion and Analysis of Financial Condition and Results of Operation

Managements Discussion and Analysis
Year ended December 31, 2002, 2001 and 2000 
Expressed in thousands of U.S. dollars except per share and per ounce amounts

Please review this report with the Consolidated
Financial Statements and accompanying Notes. All monetary amounts are in United States
dollars unless otherwise noted.

The Managements Discussion and
Analysis (MD&A) contains certain Forward-Looking Statements
within the meaning of section 21E of the United States Securities Exchange Act of 1934, as
amended. All statements, other than statements of historical fact, included herein,
including without limitation statements regarding potential mineralization and reserves,
exploration results and future plans and objectives of Eldorado Gold Corporation
(Eldorado, the Company or we) are forward-looking
statements that involve various risks and uncertainties. There can be no assurance that
such statements will prove to be accurate and actual results and future events could
differ materially from those anticipated in such statements.

## MANAGEMENTS
DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The MD&A reviews the business of
Eldorado Gold Corporation and compares its financial results for 2002 with those of the
previous two years. In order to obtain a comprehensive understanding of the Companys
financial condition and results of operations, it is best to read the MD&A together
with the consolidated financial statements and accompanying notes starting on page 3. The
auditors report to shareholders is on page 2.

Eldorados consolidated
financial statements are expressed in United States (U.S.) dollars. All
monetary amounts in this report are in U.S. dollars except where otherwise indicated.

The Companys consolidated
financial statements are prepared in accordance with Canadian generally accepted
accounting principles (Canadian GAAP) and filed with appropriate regulatory
authorities in Canada and the United States. Application of accounting principles
generally accepted in the United States does not have a significant impact on our results
of operations and financial position except as described in note 17 to the consolidated
financial statements (page 24 through 28).

# Overview

Eldorado is a North American based
gold producer. We own and operate a gold mine in Brazil, develop gold mineralized
properties into mines and acquire precious mineral properties for exploration. Our goal is
to operate safely, with regard to social and ethical responsibilities. We are focused on
delivering value to our shareholders, and our share price increased 666% in 2002,
beginning the year at Cdn$0.27 and ending the year at Cdn$2.07. The Companys common
shares trade on the Toronto Stock Exchange (TSX) and on January 23, 2003 began
trading on the American Stock Exchange (AMEX).

As
a result of listing on the AMEX, Eldorado elected to change its accounting policy for
revenue recognition from the production method to the sales method. The sales method
recognizes gold sales when delivery is made and title to the refined gold passes to the
purchaser while the production method recognizes gold sales when produced as doré
at the mine site. The financial statements for 2002, 2001 and 2000 have been restated to
reflect this change.

The Companys São Bento
mine (São Bento or the mine), located 100 km from the city
of Belo Horizonte in Minas Gerais State, is the fourth largest gold mine in Brazil. The
mine produced over 100,000 ounces of gold in 2002 at a cash cost of $184 per ounce. We
also own two significant gold development properties in Turkey. The Kisladag property is
in the final stages of permitting and a bankable feasibility study will be complete in
2003. We have completed a pre-feasibility study for our Efemçukuru property, which
is pending future development upon completion of the construction of the Kisladag mine.

---

Managements Discussion and Analysis
Year ended December 31, 2002, 2001 and 2000 
Expressed in thousands of U.S. dollars except per share and per ounce amounts

Our operating and financial results
for the year ended December 31, 2002 improved significantly from 2001. The Company raised
$47,966 in new equity, paid off its outstanding bank debt, liquidated the outstanding gold
hedge position and recorded low total cash costs per ounce at the São Bento mine.
We met or exceeded all the objectives established in our 2002 operating plan.

For 2002, Eldorado had revenues of
$39,296 and earnings of $2,136. This represents basic and diluted earnings per share of
$0.01, compared with a loss of $0.04 per share in 2001, and $0.00 per share in 2000.

Eldorado is in excellent financial
condition. The Company is generating free cash flow and at December 31, 2002 had $37,627
in cash and short-term deposits. We have no bank debt and $7,150 of convertible debt due
in November 2004. In 2002, we liquidated our gold hedge position and our production
currently remains unhedged. This will allow our shareholders to participate fully in the
rising gold price environment forecast for 2003.

|Financial Results                      | 2002 | 2001         | 2000
|-------------------------------------- | ---- | ------------ | ----
|                                       |     
|Revenue                                |      | $  39,296    |     
|                                       |     
|Earnings (loss)                        |      | $    2,136   |     
|Per Share: Basic                       |      | $      0.01  |     
|Per Share: Diluted                     |      | $      0.01  |     
|                                       |     
|Realized gold price ($/oz's Sold)      |      | $       306  |     
|Actual average spot gold price ($/oz)  |      | $       310  |     
|                                       |     
|Total cash cost ($/oz sold)            |      | $       191  |     
|                                       |     
|Operating Results                      |     
|                                       |     
|Gold Production (oz)                   |      | 103,533      |     
|Gold Sold (oz)                         |      | 99,659       |     
|Sao Bento Mine (oz's Produced)         |      | 103,533      |     
|                                       |     
|Sao Bento Mine (oz's Sold)             |      | 99,659       |     
|Sao Bento Mine Production costs ($/oz) |     
|Cash Operating Costs                   |      | $       184  |     
|Total Cash Cost                        |      | $       189  |     
|Non-Cash Cost                          |      | $         93 |     
|                                       |     
|Total Production Cost                  |      | $       282  |     
|                                       |     

# Consolidated Financial
Results of Operations

Cash flow from operations for 2002
was $9,288, compared with $13,029 for 2001 and $3,810 for 2000. Earnings for 2002 were
$2,136 ($0.01 per share basic and diluted), compared with a loss of $4,396 ($0.04 per
share basic and diluted) for 2001, and earnings of $273 ($0.00 per share basic and
diluted) for 2000.

Revenues of $39,296 for 2002 were up
11.0% from 2001 and down by 32.5% from 2000 due to the sale of our operations in Mexico.
Cash and short-term investments, at December 31, 2002, totalled $37,627, compared with
$4,752 (excluding $475 in restricted cash) for 2001.

---

Managements Discussion and Analysis
Year ended December 31, 2002, 2001 and 2000 
Expressed in thousands of U.S. dollars except per share and per ounce amounts

Gold production at São Bento
in 2002 was 103,533 ounces at a cash cost of $184 per ounce. This compares with production
of 102,841 ounces at a cash cost of $216 per ounce for 2001 and production of 112,950
ounces at a cash cost of $195 per ounce for 2000.

# Revenues

The Companys revenues consist
of sales of gold bullion. Gold bullion was sold in 2002 to NM Rothschild & Sons
against the Companys hedge book. In November 2002, we made the final delivery into
our remaining gold hedge position.

|Revenue                   | 2002 | 2001    | 2000
|------------------------- | ---- | ------- | ----
|                          |     
|Gold                      |      | $30,501 |     
|Effects of hedging        |      | 3,550   |     
|                          |     
|Total Gold Sales          |      | $34,051 |     
|Interest and other income |      | 5,245   |     
|                          |     
|                          |      | $39,296 |     
|                          |     

The decrease in this years gold
revenue is due to lower volumes of gold sold by São Bento, offset by lower gold
prices realized from the prior two years due to a higher hedged gold price. São
Bento sold 99,659 ounces of gold in 2002 at a realized price of $306 per ounce compared to
105,349 ounces in 2001 at a realized price of $299 per ounce and 109,657 ounces in 2000 at
a realized price of $304 per ounce.

In 2002, we liquidated our gold hedge
position and expect to remain unhedged during 2003. The Company anticipates higher gold
prices in 2003 compared to the average spot price of $310 per ounce in 2002. We are
forecasting a gold price of $350 per ounce in 2003.

Revenue includes a hedging gain for
2002 of $36 per ounce compared to $28 per ounce in 2001 and $35 per ounce in 2000. The
hedging gain results from the liquidation of a portion of the Companys hedge book in
the years 1998 through 2001. The funds obtained from these liquidations were used to
reduce bank debt and fund working capital needs during the extended period of depressed
gold prices. Canadian GAAP requires that gains or losses earned on liquidated gold hedges
prior to the original scheduled delivery dates be recorded on the balance sheet and
amortized to the Profit and Loss statements as originally scheduled. We forecast an
additional hedging gain amortization of $2,286 in 2003, with an amortization loss of $329
occurring in 2004.

---

Managements Discussion and Analysis
Year ended December 31, 2002, 2001 and 2000 
Expressed in thousands of U.S. dollars except per share and per ounce amounts

# Expenses

Operating expenses at São
Bento were $19,027 for 2002, compared with $23,446 for 2001 and $21,863 for 2000. The
Companys operating expenses consist of the total cash cost of production at
São Bento, as shown below.

|Production Highlights          | 2002 | 2001    | 2000
|------------------------------ | ---- | ------- | ----
|                               |     
|Gold Production                |      |         |     
|Ounces                         |      | 103,533 |     
|Cash Operating Cost ($/oz)     |      | 184     |     
|Total Cash Cost ($/oz)         |      | 189     |     
|Total Production Cost ($/oz)   |      | 282     |     
|Realized Price ($/oz produced) |      | 308     |     
|                               |     
|Sao Bento Mine, Brazil         |     
|Ounces                         |      | 103,533 |     
|Ore Tonnes                     |      | 381,295 |     
|Grade (grams/tonne)            |      | 9.47    |     
|Cash Operating Cost ($/oz)     |      | 184     |     
|Total Cash Cost ($/oz)         |      | 189     |     
|Total Production Cost ($/oz)   |      | 282     |     

Depreciation, depletion and
amortization expenses of $10,337 are largely recorded on the life-of-mine method.

Corporate administration expense for
2002 was $3,238, similar to 2001 of $3,296 and $3,163 for 2000. In 2001, the Company
incurred a one-time charge of $406 for restructuring the corporate offices. Administration
expense in 2003 should be on par with that of 2002.

Exploration expenses for 2002 were
$2,285 compared to $1,231 in 2001 and $1,757 in 2000. For the past three years, we have
been severely limited by our cash availability to pursue greenfield exploration
opportunities. Most of our exploration expenditures during these years were in payment of
landholding and care and maintenance costs in Brazil and Turkey. With the improvement of
our debt and cash position, we are planning to increase our exploration budget in 2003.

# Other Income (Expense)

Interest and other income for 2002
was $5,245, compared with $944 in 2001 and $1,962 in 2000. The significant other income of
$5,405 for 2002 and $500 for 2001 represent insurance funds received from Brasil
Resseguros S.A. (the IRB) to repair the #2 autoclave at São Bento and
for business interruption insurance during the repair offset by other expenses of $160.

# Income taxes

Tax expense for 2002 was $1,121,
compared to $358 in 2001 and $291 in 2000. The significant tax of $1,104 relates to
Brazilian withholding taxes on the inter-company loan and $17 in B.C. capital and
corporate tax.

---

Managements Discussion and Analysis
Year ended December 31, 2002, 2001 and 2000 
Expressed in thousands of U.S. dollars except per share and per ounce amounts

### Earnings (loss)
for the year

Eldorado generated earnings of $2,136
for 2002, largely the result of completing the repair of the #2 autoclave under budget,
thereby releasing $5,405 of contingency to other income. This compares with a loss of
$4,396 in 2001 and a profit of $273 in 2000. Earnings per share for 2002 were $0.01 ($0.01
diluted), compared to a loss of $0.04 per share and earnings of $0.00 per share, on both a
basic and diluted basis, for 2001 and 2000.

Eldorado believes that the improved
gold price in January 2003 will result in an average gold price of $350 per ounce for the
year. With this gold price, the Company forecasts 2003 to be another profitable year.

Operational Review

|Sao Bento Mine                 | 2002 | 2001        | 2000
|------------------------------ | ---- | ----------- | ----
|Operating Data                 |     
|                               |     
|Gold Production                |      |             |     
|Ounces                         |      | 103,533     |     
|Cash Operating Costs ($/oz)    |      | $       184 |     
|Total Cash Costs ($/oz)        |      | $       189 |     
|Total Production Costs ($/oz)  |      | $       282 |     
|Realized Price ($/oz produced) |      | $       308 |     
|                               |     
|Sao Bento Mine                 |     
|Tonnes to Mill                 |      | 381,295     |     
|Grade (grams/tonne)            |      | 9.47        |     
|Average Mill Grade             |      | 8.93        |     
|Average Recovery Rate (%)      |      | 92.6        |     

Cash and total production cost per
ounce of gold are presented above in accordance with the Gold Institute Standard for the
years ended December 31, 2002, 2001 and 2000. Consolidated cash and total production cost
per ounce for gold mining operations have been derived from amounts included in sales
revenues, cost of sales, and depreciation and depletion in the consolidated statements of
earnings.

Average total cash costs for
São Bento in 2002 were $189 per ounce compared to $221 per ounce in 2001 and $201
in 2000. Total production costs were $282 per ounce in 2002 compared to $306 per ounce in
2001 and $270 in 2000.

During 2002, São Bento
completed the major repair of the #2 autoclave. The cost of the repair was covered by the
Companys insurance policy with the IRB. To settle the claim, the IRB paid São
Bento $3,224 in the fourth quarter of 2001 and $3,223 in the first quarter of 2002 for a
total of $6,447 for repairs. Eldorado completed the repairs in March 2002 at a cost of
$2,919 and $127 was paid for taxes on parts. The difference of $3,401 was recorded to
other income in 2002. During the shutdown of the #2 autoclave for repair the Company also
received business interruption insurance of $3,497. Of this, $440 was credited to
operating costs in 2001 and $1,053 in 2002 and the remainder $2,004 was recorded to other
income in 2002.

---

Managements Discussion and Analysis
Year ended December 31, 2002, 2001 and 2000 
Expressed in thousands of U.S. dollars except per share and per ounce amounts

Sao Bento Mine Gold Production Cost per Ounce

|                                 | 2002 | 2001  | 2000
|-------------------------------- | ---- | ----- | ----
|                                 |      |       |     
|Direct mining expenses           |      | $ 186 |     
|Currency hedging                 |      | --    |     
|Inventory change                 |      | 4     |     
|Refining and selling costs       |      | 3     |     
|Vancouver costs                  |      | 1     |     
|By-product credits               |      | (0    | )   
|Business Interruption credit     |      | (10   | )   
|                                 |      |       |     
|Cash operating cost per ounce    |      | $ 184 |     
|Royalties and Production taxes   |      | 5     |     
|                                 |      |       |     
|Total cash costs per ounce       |      | $ 189 |     
|Depreciation/Depletion           |      | 87    |     
|Foreign Exchange (Gain)/ Loss    |      | 6     |     
|                                 |      |       |     
|Total production costs per ounce |      | $ 282 |     
|                                 |      |       |     

On May 25, 2001, the Brazilian
government issued a decree reducing electricity usage. Effective June 1, 2001, São
Bento was subject to electrical power rationing of 80% of the mines normal usage. On
March 1, 2002, the Brazilian government lifted the restriction on the consumption of
electrical power. With these lifted power restrictions and the completion of the #2
autoclave repair, São Bento returned to full production during the second quarter
of 2002.

The continued weakening of the
Brazilian Real from an average of 1.83 to the dollar in 2000 to an average of 2.35 in 2001
and an average of 2.92 in 2002 benefited the Company with lower cash costs. 70% of
São Bentos cash cost profile is denominated in Reals, with the remaining 30%
in US dollars. A 10% weakening of the Real without corresponding inflation translates into
approximately a $13 dollar per ounce reduction in cash cost on 100,000 ounces of
production.

In October 2002, the Company signed
an agreement with AngloGold South America Limited (AngloGold) granting
São Bento the right to explore, develop and mine any reserves beyond its existing
property boundary (the 30th level). In exchange, a net smelter royalty will be
paid to AngloGold according to a graduated scale ranging from 0.5% at a gold price less
than $275 per ounce to a maximum of 4.0% at a gold price of $399 per ounce or greater.
With the signing of this agreement the Company began engineering studies to complete a
shaft-deepening project by 2004. The expenditures for this project are planned to commence
in 2003 with a total expenditure estimated at $11,000. The completion of the project will
allow São Bento to mine below the 30th level beginning in 2005.

# Liquidity and Capital
Resources

# Cash from operations

Eldorados cash from operations
for 2002 was $9,288 compared to $13,029 in 2001 and $3,810 in 2000. The additional cash
generated in 2001 compared to 2000 was the result of liquidating $4,090 in gold hedges.
The funds generated from this liquidation were used as additional payments on the
Companys long-term debt. For 2003 we forecast $10,000 of cash from operations at
São Bento before sustaining capital, at a gold price of $350 per ounce.

---

Managements Discussion and Analysis
Year ended December 31, 2002, 2001 and 2000 
Expressed in thousands of U.S. dollars except per share and per ounce amounts

# Investing Activities

During 2002, Eldorado spent $7,043 on
investing activities, of which $5,334 were on property, plant and equipment at São
Bento and $2,285 on mineral properties and deferred development in Turkey. For the past
three years, we have supported the São Bento mining operations with sustaining
capital. Beginning in 2003, we are planning a major capital project of deepening the
current shaft from the 23rd level to the 28th level which will
provide access beyond the 30th level. The estimated cost for the shaft
deepening is $11,000, which will be spent over 2003 and 2004.

Capital Expenditures

|                     | 2002 | 2001   | 2000
|-------------------- | ---- | ------ | ----
|                    
|Sao Bento Mine       |      | $5,334 |     
|                     |     
|Kisladag Development |      | $2,213 |     
|Others               |      | 72     |     
|                     |     
|Total                |      | $2,285 |     
|                     |     

# Financing Activities

In 2002, the Company paid off its
bank debt with payments during the year totalling $15,233. Over the past three years the
Company made payments on its bank debt totalling $31,305.

Loan Debt Payments

|                         | 2002 | 2001    | 2000
|------------------------ | ---- | ------- | ----
|
|Bank Debt                |      | $15,233 |     
|Equipment Debt           |      | --      |     
|Energold Debt            |      | 243     |     
|                         |     
|Total Loan Debt Payments |      | $15,476 |     
|                         |     

During 2002, we completed two public
financings for a total of $42,536 net of fees. Over the past three years we have raised
$54,038 in public financings, which has been used to eliminate debt and fund
Eldorados ongoing operations.

Proceeds from the Issue of Common
Shares

|                    | 2002 | 2001     | 2000
|------------------- | ---- | -------- | ----
|                   
|Public Financing    |      | $ 42,536 |     
|Warrants Conversion |      | 5,008    |     
|Options Exercised   |      | 468      |     
|Return to Treasury  |      | (46      | )   
|                    |     
|Total Cash Raised   |      | $ 47,966 |     
|                    |     

---

Managements Discussion and Analysis
Year ended December 31, 2002, 2001 and 2000 
Expressed in thousands of U.S. dollars except per share and per ounce amounts

# Cash and Financial
Conditions

Eldorados cash position
including term deposits increased from $4,752 at December 31, 2001 to $37,627 at the end
of 2002. The Companys working capital was $37,248 as at December 31, 2002 compared
with a negative working capital of $4,379 as at December 31, 2001. Eldorado has $7,150 in
convertible debenture debt due on November 4, 2004. The Company has no bank debt and has
not hedged or sold forward any of its future gold production. There are no off balance
sheet financing structures in place.

# Risks and Uncertainties

# Gold Price

Eldorados profitability is
linked to the price of gold as its revenues are derived primarily from gold mining. Gold
prices are affected by numerous factors beyond our control, including central bank sales,
producer hedging activities, the relative exchange rate of the U.S. dollar with other
major currencies, global and regional demand, political and economic conditions and
production costs. Worldwide gold production levels also affect gold prices. In addition,
the price of gold has on occasion been subject to rapid short-term changes due to
speculative activities.

# Exploration and
Development

The costs and results of
Eldorados exploration and development programs affect its profitability and value.
As mines have limited lives based on proven reserves, Eldorado actively seeks to replace
and expand its reserves, primarily through exploration and development of its existing
operation and, in the future, construction of operating gold mines in Turkey at the
Companys wholly owned properties of Kisladag and Efemçukuru. Exploration for
minerals involves many risks and may not result in any new economically viable mining
operations or yield new reserves to replace and expand current reserves. Based on current
production rates, São Bento can sustain production from its current reserves and
resources for approximately six years.

# Operational

The Companys São Bento
operation is located in Brazil and incurs medium political risks. The business of gold
mining involves many operational risks and hazards. Through high operational standards,
emphasis on training and continuous improvement, Eldorado works to reduce the mining risks
at São Bento. The Company maintains adequate insurance to cover normal business
risk. The São Bento mine currently accounts for all of Eldorados gold
production and revenue. Any adverse development affecting São Bento would have an
adverse effect on the Companys financial performance and its ability to implement
its growth strategy.

# Environmental

Eldorados activities are
subject to extensive federal, provincial, state and local laws and regulations governing
environmental protection and employee health and safety. Eldorado is required to obtain
governmental permits and provide associated financial assurance to carry on certain
activities. Eldorado is also subject to various reclamation-related conditions imposed
under federal, state or provincial air, water quality and mine reclamation rules and
permits.

---

Managements Discussion and Analysis
Year ended December 31, 2002, 2001 and 2000 
Expressed in thousands of U.S. dollars except per share and per ounce amounts

Gold production at São Bento
in 2002 was 103,533 ounces at a cash cost of $184 per ounce. This compares with production
of 102,841 ounces at a cash cost of $216 per ounce for 2001 and production of 112,950
ounces at a cash cost of $195 per ounce for 2000.

# Revenues

The Companys revenues consist
of sales of gold bullion. Gold bullion was sold in 2002 to NM Rothschild & Sons
against the Companys hedge book. In November 2002, we made the final delivery into
our remaining gold hedge position.

Revenue

|                          | 2002 | 2001    | 2000
|------------------------- | ---- | ------- | ----
|Gold                      |      | $30,501 |     
|Effects of hedging        |      | 3,550   |     
|                          |     
|Total Gold Sales          |      | $34,051 |     
|Interest and other income |      | 5,245   |     
|                          |     
|                          |      | $39,296 |     
|                          |     

The decrease in this years gold
revenue is due to lower volumes of gold sold by São Bento, offset by lower gold
prices realized from the prior two years due to a higher hedged gold price. São
Bento sold 99,659 ounces of gold in 2002 at a realized price of $306 per ounce compared to
105,349 ounces in 2001 at a realized price of $299 per ounce and 109,657 ounces in 2000 at
a realized price of $304 per ounce.

In 2002, we liquidated our gold hedge
position and remain unhedged. The Company anticipates higher gold prices in 2003 compared
to the average spot price of $310 per ounce in 2002. We are forecasting a gold price of
$350 per ounce in 2003.

Revenue includes a hedging gain for
2002 of $36 per ounce compared to $28 per ounce in 2001 and $35 per ounce in 2000. The
hedging gain results from the liquidation of a portion of the Companys hedge book in
the years 1998 through 2001. The funds obtained from these liquidations were used to
reduce bank debt and fund working capital needs during the extended period of depressed
gold prices. Canadian GAAP requires that gains or losses earned on liquidated gold hedges
prior to the original scheduled delivery dates be recorded on the balance sheet and
amortized to the Profit and Loss statements as originally scheduled. We forecast an
additional hedging gain amortization of $2,286 in 2003, with an amortization loss of $329
occurring in 2004.

---

# EXHIBIT 99.1 
CERTIFICATE OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS 
ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002

---

CERTIFICATION PURSUANT
TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report
of Eldorado Gold Corporation (the Company) on Form 40-F for the period ended
December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof
(the Report), I, Paul N. Wright, Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

| | (1)       
               The Report fully complies with the requirements of Section 13(a) or 15(d) of the
               Securities Exchange Act of 1934; and
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2)       
               The information contained in this Report fairly presents, in all material
               respects, the financial condition and results of operations of the Company.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|May 20, 2003 | /s/ Paul N. Wright
Paul N. Wright
President and Chief Executive Officer
|------------ | -----------------------------------------------------------------------

A signed original of this written
statement required by Section 906 has been provided to Eldorado Gold Corporation and will
be retained by Eldorado Gold Corporation and furnished to the Securities and Exchange
Commission or its staff upon request.

---

# EXHIBIT 99.2 
CERTIFICATE OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS 
ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

---

CERTIFICATION PURSUANT
TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO 
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report
of Eldorado Gold Corporation (the Company) on Form 40-F for the period ended
December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof
(the Report), I, Earl W. Price, Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

| | (1)       
               The Report fully complies with the requirements of Section 13(a) or 15(d) of the
               Securities Exchange Act of 1934; and
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2)       
               The information contained in this Report fairly presents, in all material
               respects, the financial condition and results of operations of the Company.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|May 20, 2003 | /s/ Earl W. Price
Earl W. Price
Chief Financial Officer
|------------ | -------------------------------------------------------

A signed original of this written
statement required by Section 906 has been provided to Eldorado Gold Corporation and will
be retained by Eldorado Gold Corporation and furnished to the Securities and Exchange
Commission or its staff upon request.

---

# EXHIBIT 99.3

# CONSENT OF
PRICEWATERHOUSECOOPERS LLP

---

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the
incorporation by reference in this Annual Report on Form 40-F and Form S-8 of Eldorado
Gold Corporation of our report dated February 25, 2003 relating to the consolidated
financial statements, which appears in the Annual Report to Shareholders.

PricewaterhouseCoopers LLP

# Chartered Accountants

Vancouver, BC
Canada 
February 25, 2003

---

# EXHIBIT 99.4

# CONSENT OF PETER
TAGLIAMONTI, MBA, P.ENG.

---

CONSENT OF

Peter Wilson Tagliamonti, MBA, P.Eng.

Mine Manager, Sao Bento Mineracao
S.A.

To the Board of Directors
of Eldorado Gold Corporation

I consent to the incorporation by
reference in this annual report on Form 40-F of May 20, 2003 for the year ended December
31, 2002, of the description of the reports which were prepared under my direct
supervision, the description of certain mineral reserves of the Sao Bento Mine as at
December 31, 2001 and December 31, 2002; the information that forms the summary of the
reports and of certain mineral resource estimates and other information pertaining to the
Sao Bento Mine and to the use of my name in this annual report as a named expert.

Dated as of the 16 day of May 2003

/s/ Peter Wilson
Tagliamonti  DWT
Peter Wilson Tagliamonti, MBA, P.Eng.
Mine Manager
Sao Bento Mineracao, S.A.

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# EXHIBIT 99.5

# CONSENT OF GARY
GIROUX, B.A. Sc. (GEO. ENG.)

---

MICON INTERNATIONAL LIMITED 
Gary Giroux, P.Eng., MASc.

To the Board of Directors
of Eldorado Gold Corporation

I consent to the incorporation by
reference in this annual report on Form 40-F of May 20, 2003 for the year ended December
31, 2002, of the description of the reports which were prepared under my direct
supervision:

|1. | Eldorado Gold Corporation, Updated Reserve Report for the Kisladag Gold Project,
          Western Turkey, dated April 18, 2002, revised May 9, 2002;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------

|2. | Eldorado Gold Corporation, Updated of Resources, Kisladag Project, Usak, Turkey,
          dated October 11, 2000, amended November 30, 2000 and Addendum to Report titled
          Update of Resource, Kisladag Gold Project, Usak, Turkey, dated January 23, 2001;
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Eldorado Gold Corporation, Addendum to October 1999 Report titled Estimation of
          Resources, Kisladag Gold Project, Usak, Turkey, dated May 15, 2000 (including
          Micon Map 1 & 2 of Project); and
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | Eldorado Gold Corporation, Estimation of Resources, Kisladag Gold Project, Usak,
          Turkey, October, 1999;
|-- | -----------------------------------------------------------------------------------------------------------------

the description of certain mineral
reserves of the Kisladag Project as at December 31, 2001, May 9, 2002 and December 31,
2002; the information that forms the summary of the reports and the description of certain
mineral reserves of the Kisladag Project as at December 31, 2001 and December 31, 2002;
the information that forms the summary of the reports and of certain mineral resources
estimates and other information pertaining to the Kisladag Project and to the use of my
name in this annual report as a named expert.

Dated as of the 14 day of May 2003

/s/ G.H. Giroux
G.H. Giroux
P.Eng., Masc.

---

# EXHIBIT 99.6

# CONSENT OF WATTS
GRIFFIS MCOUAT

---

CONSENT OF

WATTS GRIFFIS AND McQUAT
LIMITED

To the Board of Directors
of Eldorado Gold Corporation

I
consent to the incorporation by reference in this annual report on Form 40-F of May 20,
2003 for the year ended December 31, 2002, of the description of the reports titled:

|1. | Addendum to a review of operations at Sao Bento Mineracao, Brazil for
          Eldorado Gold Corporation dated April 27, 2000 and revised May 10, 2000;
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | Review of Operations at Sao Bento Mineracao, Brazil for Eldorado
          Corporation Ltd., dated May 13, 1996; and
|-- | ----------------------------------------------------------------------------------------------------------------------

|3. | Review of Ore Reserves and Metallurgical Operations at Sao Bento
          Mineracao, Brazil for Omar Muhtadi Inc., dated February 5, 1996 (the
          Report).
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

the information that forms the
summary of the Reports and the description of certain mineral reserve estimates and other
information pertaining to Sao Bento Mine and to the use of my name under this annual
report as a named expert.

Dated as of the 16 day of May 2003.

Seal
of A.W. Workman
Practising Member
0170
Professional Geoscientist
Ontario
 for     WATTS GRIFFIS AND McQUAT LIMITED

---

# EXHIBIT 99.7

# CONSENT OF ROBERT
HENDERSON, P.ENG.

---

| | Suite 200, 1550 Alberni Street
Vancouver, British Columbia, Canada V63 1A5
Tel. (604) 689-5767  Fax: (604) 689-3918  
www.hatch.ca
| | ------------------------------------------------------------------------------------------------------------------------------------

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# CONSENT OF AUTHOR

Robert Henderson, P.Eng.
Project Manager, Hatch Vancouver

To the Board of Directors of
Eldorado Gold Corporation

I consent to the incorporation by
reference in this annual report on Form 40-F of May 20, 2003 for the year ended December
31, 2002, of the description of the reports titled Kisladag Project Feasibility Study and
dated March 2003 and to the written disclosures of the Technical Report and of extracts
from or a summary of the Technical Report in the written disclosure filed by Eldorado
Gold Corporation and the description of certain mineral reserve estimates and other
information pertaining to the Kisladag Project and to the use of my name in this annual
report as a named expert.

Dated as of the 20 day of May 2003

/s/ Robert Henderson, P.Eng. 
Robert Henderson 
Project Manager 
Hatch Vancouver

---