UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 20-F

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

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

                   For the fiscal year ended December 31, 2002

                                       OR

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

             For the transition period from         to
                                           --------    --------

                         Commission file number 0-28816

                               RICHMONT MINES INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

                                 QUEBEC, CANADA
                 -----------------------------------------------
                 (Jurisdiction of incorporation or organization)

              110, AVENUE PRINCIPALE, ROUYN-NORANDA, QUEBEC J9X 4P2
              -----------------------------------------------------
                    (Address of principal executive offices)

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

      TITLE OF EACH CLASS           NAME OF EACH EXCHANGE ON WHICH REGISTERED
    --------------------------      -----------------------------------------
    Common Stock, no par value               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

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: 15,747,300

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past ninety days.
                                                            Yes XXX    No
                                                                ---       ---
Indicate by check mark which financial statement item the registrant has elected
to follow:
                                                        Item 17 XXX  Item 18
                                                                ---       ---


                                  Page 1 of 56
                          Index to Exhibits on Page 56



<PAGE>

                                TABLE OF CONTENTS

                                                                          PAGE

ITEM 1.   IDENTITY OF DIRECTORS, SENIOR MANAGEMENT
          AND ADVISORS......................................................1

ITEM 2.   OFFER STATISTICS AND EXPECTED TIMETABLE...........................1

ITEM 3.   KEY INFORMATION...................................................1

ITEM 4.   INFORMATION ON THE COMPANY........................................8

ITEM 5.   OPERATING AND FINANCIAL REVIEW AND PROSPECTS.....................23

ITEM 6.   DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES.......................27

ITEM 7.   MAJOR SHAREHOLDERS AND RELATED PARTY
          TRANSACTIONS.....................................................35

ITEM 8.   FINANCIAL INFORMATION............................................36

ITEM 9.   THE OFFER AND LISTING............................................37

ITEM 10.  ADDITIONAL INFORMATION...........................................40

ITEM 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURE
          ABOUT MARKET RISK................................................50

ITEM 12.  DESCRIPTION OF SECURITIES OTHER THAN
          EQUITY SECURITIES................................................51

ITEM 13.  DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES..................52

ITEM 14.  MATERIAL MODIFICATIONS TO THE RIGHTS OF
          SECURITY HOLDERS AND USE OF PROCEEDS.............................52

ITEM 15.  CONTROLS AND PROCEDURES..........................................52

ITEM 16A  AUDIT COMMITTEE FINANCIAL EXPERT.................................52



ITEM 16B  CODE OF ETHICS...................................................52



ITEM 16C  PRINCIPAL ACCOUNTANT FEES AND SERVICES...........................52



ITEM 16D  EXEMPTIONS FROM THE LISTING STANDARDS
          FOR AUDIT COMMITTEES.............................................52



ITEM 17.  FINANCIAL STATEMENTS.............................................53

ITEM 18.  FINANCIAL STATEMENTS.............................................53

ITEM 19.  EXHIBITS.........................................................53



<PAGE>


         THIS ANNUAL REPORT INCLUDES "FORWARD-LOOKING STATEMENTS" WITHIN THE
MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED (THE "EXCHANGE ACT"). ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL
FACTS INCLUDED IN THIS ANNUAL REPORT, INCLUDING, WITHOUT LIMITATION, THOSE
REGARDING THE COMPANY'S FINANCIAL POSITION, BUSINESS STRATEGY, BUDGETS, RESERVE
ESTIMATES, DEVELOPMENT AND EXPLOITATION OPPORTUNITIES AND PROJECTS,
CLASSIFICATION OF RESERVES, AND PLANS AND OBJECTIVES OF MANAGEMENT FOR FUTURE
OPERATIONS, ARE FORWARD-LOOKING STATEMENTS. ALTHOUGH THE COMPANY BELIEVES THAT
THE EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS ARE REASONABLE, IT
CAN GIVE NO ASSURANCE THAT SUCH EXPECTATIONS WILL PROVE TO HAVE BEEN CORRECT.
IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE
COMPANY'S EXPECTATIONS ARE DISCLOSED UNDER "RISK FACTORS" AND ELSEWHERE IN THIS
ANNUAL REPORT INCLUDING, WITHOUT LIMITATION, IN CONJUNCTION WITH THE
FORWARD-LOOKING STATEMENTS INCLUDED IN THIS ANNUAL REPORT.

ITEM 1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not applicable.

ITEM 2.  OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3.  KEY INFORMATION

         A. SELECTED FINANCIAL DATA

                  The selected financial data of Richmont Mines Inc. (together
with its wholly-owned subsidiary, Camflo Mill Inc., and its majority-owned
subsidiary, Louvem Mines, Inc., "Richmont" or the "Company") set forth below are
derived from the financial statements of the Company which have been audited by
KPMG LLP, Chartered Accountants, as indicated in their independent auditor's
report which is included elsewhere in this Annual Report.

                  The selected financial data was extracted from the more
detailed consolidated financial statements and related notes included herein and
should be read in conjunction with such financial statements and with the
information appearing under the heading "ITEM 5 - OPERATING AND FINANCIAL REVIEW
AND PROSPECTS."

                  The Company's consolidated financial statements are prepared
in accordance with Canadian Generally Accepted Accounting Principles ("Canadian
GAAP"). Reference is made to notes to the consolidated financial statements of
the Company included herein for a discussion of the material differences between
Canadian GAAP and U.S. GAAP, and their effect on the Company's financial
statements.

NEW ACCOUNTING STANDARDS

                  On January 1, 2002, the Company prospectively adopted the new
accounting recommendations of Section 3870 of the Canadian Institute of
Chartered Accountants Handbook relating to stock-based compensation and other
stock-based payments made in exchange for goods and services. The Company has
chosen to continue using the settlement value method to record the stock options
granted for the benefit of senior executives and management and, as required by
the new recommendations, has applied the fair value method for the options
granted to non-employees. Any consideration paid when the options are exercised
is credited to capital stock.


                                       1
<PAGE>


                  The Company has not declared or paid any dividends on its
capital stock during the past five years.

                             SELECTED FINANCIAL DATA
                     (CDN$) (IN 000, EXCEPT PER SHARE DATA)
                                 (CANADIAN GAAP)

<TABLE>
<CAPTION>
                                                                       YEAR ENDED DECEMBER 31
                                        ----------------------------------------------------------------------------
                                                   (THOUSANDS OF CANADIAN DOLLARS EXCEPT PER SHARE DATA)

                                                 2002           2001           2000           1999            1998
                                        ----------------------------------------------------------------------------
<S>                                            <C>            <C>            <C>            <C>             <C>
Total revenues                                 51,995         35,044         34,792         34,778          47,424
Net earnings (loss) before
   write-down of mining assets
   and provision for site
   restoration costs                            9,152          4,649          2,632           (385)          3,775
Write-down of mining assets                         -          4,163          5,964         13,052               -
Provision for site
   restoration costs                              100          1,050            750              -               -

Net earnings (loss)                             9,086            518         (3,391)        (8,206)          3,775
Net earnings (loss) before
   write-down of mining assets
   and provision for site
   restoration costs per share                   0.60           0.31           0.17          (0.02)           0.24

Net earnings (loss) per share                    0.59           0.03          (0.22)         (0.53)           0.24
Net earnings (loss) per share (on a
fully diluted basis)                             0.57           0.03          (0.22)         (0.53)           0.24


Total assets                                   45,276         32,052         31,467         34,248          49,628

Long-term debt                                      -              -              -              -               -

Working capital                                29,775         14,287         13,780         12,532          12,705

SHAREHOLDERS' EQUITY

     Total                                     36,403         25,360         24,849         33,691          42,310

     Per share                                   2.31           1.68           1.64           2.18            2.70

</TABLE>



                                       2
<PAGE>


                             SELECTED FINANCIAL DATA
                     (CDN$) (IN 000, EXCEPT PER SHARE DATA)
                           (U.S. GAAP RECONCILIATION)

                                           (YEAR ENDED DECEMBER 31)

                               2002      2001       2000       1999      1998
                               ----      ----       ----       ----      ----
                              8,918     1,056    (3,664)    (6,316)     4,007
Net Income (Loss)
                               0.58      0.07     (0.24)     (0.41)      0.26
 Basic EPS
                             15,339    15,052     15,156     15,479    15,665
Wgt. Avg. No. of Shares
                             36,236    25,360     24,311     33,841    47,105
Shareholders' Equity
                             45,109    32,052     31,439     39,205    62,599
Total Assets

EXCHANGE RATES

         The Government of Canada permits a floating exchange rate to determine
the value of the Canadian Dollar against the U.S. Dollar.

                  Set forth below are the average rates of exchange for the
Canadian Dollar and the U.S. Dollar for each of the past five (5) fiscal years,
and the range of high and low rates for each of the past six (6) calendar
months. For purposes of these tables, the rate of exchange means the noon buying
rate in New York City for cable transfers in Canadian Dollars as certified for
customs purposes by the Federal Reserve Bank of New York. The tables set forth
the number of Canadian Dollars required under that formula to buy one U.S.
Dollar. The average rate means the average of the exchange rates on the last day
of each month during the period.

                   U.S. DOLLAR/CANADIAN DOLLAR EXCHANGE RATES

                   ------------------------ ------------------
                         Year ended              AVERAGE
                         DECEMBER 31
                   ------------------------ ------------------
                            1998                 1.4831
                            1999                 1.4858
                            2000                 1.4852
                            2001                 1.5484
                            2002                 1.5704

                  The following table sets forth the high and low exchange rate
for the past six months. As of June 24, 2003, the exchange rate was 1.3599.


                                       3
<PAGE>

U.S. DOLLAR/CANADIAN DOLLAR EXCHANGE RATES

              MONTH         HIGH              LOW
            ---------      ------            ------
        December 2002      1.5801            1.5457
         January 2003      1.5777            1.5176
        February 2003      1.5329            1.4832
           March 2003      1.4950            1.4605
           April 2003      1.4924            1.4316
             May 2003      1.4263            1.3438

B. CAPITALIZATION AND INDEBTEDNESS.

   Not applicable.

C. REASONS FOR THE OFFER AND USE OF PROCEEDS.

    Not applicable.

D. RISK FACTORS

       SEE THE DISCUSSION REGARDING FORWARD-LOOKING STATEMENTS AT PAGE 3.

              RELIANCE ON ESTIMATES OF PROVEN AND PROBABLE RESERVES

                  There are numerous uncertainties inherent in estimating
quantities of proven and probable reserves and in projecting future rates of
production, including many factors beyond the control of the Company. The
reserve data included in this Annual Report represent only estimates and actual
results may vary from such estimates. No assurance can be given that the
anticipated tonnages and grades will be achieved or that the indicated level of
recovery will be realized. The grade of ore mined may differ from that indicated
by drilling results, which variation may have an adverse impact on production
results. In addition, the reliability of estimates of future production might
also be affected by factors such as weather, strikes and environmental
occurrences.

         PROVEN MINERAL RESERVES

         A proven mineral reserve is the economically mineable part of a
measured mineral resource demonstrated by at least a preliminary feasibility
study. This study must include adequate information on mining, processing,
metallurgical, economic, and other relevant factors that demonstrate, at the
time of reporting, that economic extraction is justified.

         PROBABLE MINERAL RESERVES

         A probable mineral reserve is the economically mineable part of an
indicated and, in some circumstances, a measured mineral resource, demonstrated
by at least a preliminary feasibility study. This study must include adequate
information on mining, processing, metallurgical, economic, and other relevant
factors that demonstrate, at the time of reporting, that economic extraction can
be justified.


                                       4
<PAGE>


         GENERAL BUSINESS RISKS; CURRENCY HEDGING

                  The Company's operations are subject to numerous
contingencies, some of which are beyond management's control. These
contingencies include general and regional economic conditions, prices for gold,
competition, labor disputes and changes in regulation. Since all of the
Company's present operations are located in Canada and 92% of its production was
sold in the United States in 2002, the Company is subject to various additional
political, economic and other uncertainties. Among other risks, the Company's
operations may be subject to the risks of restrictions on transfer of funds; the
possibility of export duties, quotas, embargoes and domestic and international
customs and tariffs; and changing taxation policies, foreign exchange
restrictions, political conditions and governmental regulations. The Company
does not anticipate encountering any material difficulties in this regard in the
near future.

                  In addition, although the Company conducts its operations in
Canada, the Company receives a significant portion of its revenue in U.S.
Dollars. As a result, fluctuations in the exchange rates of the Canadian dollar
with respect to the U.S. Dollar could have an adverse effect on the Company's
financial position, results of operations and cash flows expressed in Canadian
Dollars. The Company may from to time engage in hedging programs intended to
stabilize the Company's financial results in Canadian Dollars by reducing the
Company's exposure to Canadian-U.S. currency fluctuations. In the event the U.S.
Dollar appreciates in value against the Canadian Dollar, such hedging techniques
would result in decreases from the financial results in U.S. Dollars that would
have been obtained in the absence of such hedging. As at December 31, 2002, the
Company has forward exchange contracts maturing in the year 2003 of US$3,500,000
at an average rate of 1.5686.

         VOLATILITY OF GOLD PRICES; COMMODITY PRICE HEDGING

                  The Company's revenue, profitability and future rate of growth
are substantially dependent upon prevailing prices for gold. Gold prices can be
extremely volatile and in prior years have fluctuated significantly. Prices are
also affected by actions of the United States and foreign governments. There can
be no assurance that current levels for gold prices can be sustained. These
external factors and the volatile nature of gold markets make it difficult to
estimate future prices of gold. Any substantial or extended decline in the price
of gold would have a material adverse effect on the Company's financial
condition and results of operations, including reduced cash flow and borrowing
capacity. All of these factors are beyond control of the Company.

                  Furthermore, since Richmont is paid in U.S. dollars for its
gold sales, a significant increase in the value of the Canadian dollar relative
to the U.S. dollar coupled with stable or declining gold prices could adversely
affect Richmont's results with respect to the sale of gold, which has not been
hedged.


                                       5
<PAGE>

                  As at December 31, 2002, Richmont had hedging contracts
guaranteeing a minimum price of US$320 and a maximum price of US$ 336 per ounce
for 11,000 ounces of gold to be delivered during the first quarter of 2003.

                  In order to manage its exposure to price risks in the
marketing of its gold, the Company has, and may, in the future, from time to
time enter into fixed price delivery contracts, financial swaps and gold futures
contracts as hedging devices. To ensure a fixed price for future production, the
Company may sell a futures contract and thereafter either (i) make physical
delivery of gold to comply with such contract or (ii) buy a matching futures
contract to unwind its futures position and sell its production to a customer.
Such contracts may expose the Company to the risk of financial loss in certain
circumstances, including instances where production is less than expected, the
Company's customers fail to purchase or the Company fails to deliver the
contracted quantities of gold, or a sudden, unexpected event materially impacts
gold prices. Such contracts may also restrict the ability of the Company to
benefit from unexpected increases in gold prices.

         EXPLORATION AND DEVELOPMENT RISKS

                  Mining exploration and the development of mineral deposits
involve significant financial risks, which even a combination of careful
evaluation, experience and knowledge may not eliminate. While the discovery of
an ore body may result in substantial rewards, few properties, which are
explored, are ultimately developed into producing mines. The exploration process
generally begins with the identification and appraisal of mineral prospects.
Substantial expenditures may be required in an attempt to establish ore reserves
through drilling and other techniques, to develop metallurgical processes to
extract metals from ore and to construct mining processing facilities at the
site chosen for mining. No assurance can be given that current exploration
programs will result in any commercial mining operation.

         OPERATING HAZARDS; UNINSURED RISKS

                  The nature of the mining business involves certain operating
hazards such as unusual or unexpected geological formations, rock bursts,
cave-ins, floods and other conditions involved in the drilling and mining of
ore, mine collapses, explosions, mechanical failures, fires and inclement
weather, any of which could result in damage to or destruction of mines,
production facilities, damage to life or property, suspension of operations,
environmental damage and possible liability to the Company. The processing of
ore may subject the Company to liability under environmental legislation,
amongst other, resulting from a failure to maintain dams around tailing disposal
areas. The Company may become subject to liability for pollution, cave-ins or
other hazards against which it cannot insure or against which it may elect not
to insure because of high premium costs or for other reasons. In accordance with
customary industry practices, the Company maintains insurance against some, but
not all, of such risks and some, but not all, of such losses. The occurrence of
such an event not fully covered by insurance could have a material adverse
effect on the financial condition and results of operations of the Company.



                                       6
<PAGE>

         COMPETITION

                  The gold mining industry is marked by strong competition from
major mining companies and independent operators in acquiring properties and
leases for the exploration and production of gold. Competition is particularly
intense with respect to the acquisition of desirable undeveloped mineral
properties. The Company anticipates encountering such competition in connection
with any expansion of its activities. The principal competitive factors in the
acquisition of such undeveloped properties include the staff and data necessary
to identify, investigate and acquire interests in such properties, close working
relationships with governmental authorities and the financial resources
necessary to acquire and develop such properties. Many of the Company's
competitors have financial resources, staff and facilities substantially greater
than those of the Company. In addition, the producing, processing and marketing
of gold is affected by a number of factors which are beyond the control of the
Company, the effect of which cannot be accurately predicted.

                  The principal raw materials and resources necessary for the
exploration and production of gold are interests in prospective properties under
which reserves may be discovered, equipment to explore for and produce such
reserves and knowledgeable personnel to conduct all phases of operations. The
Company must compete for such raw materials and resources with both major mining
companies and independent operators. Although the Company believes that its
current operating and financial resources are adequate to preclude any
significant disruption of its operations in the immediate future, the continued
availability of such materials and resources to the Company cannot be assured.

         DEPLETION OF RESERVES

                  The rate of production from mineral properties declines as
reserves are depleted. Except to the extent the Company acquires additional
properties containing proven reserves, conducts successful exploration and
development activities or, through engineering studies, identifies additional
zones or reserves, the proven reserves of the Company will decline as they are
produced. Future gold production is therefore highly dependent upon the
Company's level of success in acquiring or finding additional reserves.

         GOVERNMENT REGULATION

                  The Company's mining operations and exploration activities in
the Provinces of Quebec, Newfoundland and Ontario are subject to various laws
and regulations governing the environment, agricultural zoning, prospecting,
development, production, exports, taxes, labor standards, occupational health,
waste disposal, toxic substances, mine safety and other matters.

                  The Canadian mining industry is subject to federal and
provincial environmental protection legislation. This legislation imposes high
standards on the mining industry in order to reduce or eliminate the effects of
waste generated by extraction and processing operations and subsequently emitted
into the air or water. Consequently, drilling, refining, extracting and milling
are all subject to the restrictions imposed by this legislation. In addition,
the construction and commercial operation of a mine typically entail compliance
with applicable environmental legislation and review processes, as well as the
obtaining of permits, particularly for the use of the land, permits for the use
of water, and similar authorizations from various government bodies.



                                       7
<PAGE>

                  Canadian federal, provincial, and local laws and regulations
relating to the exploration for and development, production and marketing of
mineral production, as well as environmental and safety matters have generally
become more stringent in recent years, often imposing greater liability on a
larger number of potentially responsible parties. Because the requirements
imposed by such laws and regulations are frequently changed, the Company is
unable to predict the ultimate cost of compliance with such requirements. There
is no assurance that laws and regulations enacted in the future will not
adversely affect the Company's financial condition and results of operations.

                  The Company believes that it is in substantial compliance with
all current laws and regulations material to its activities. However, changing
government regulations may have an adverse effect on the Company.

ITEM 4.  INFORMATION ON THE COMPANY.

     A.  HISTORY AND DEVELOPMENT OF THE COMPANY AND BUSINESS OVERVIEW

                  The Company was incorporated pursuant to Part IA of the
Companies Act (Quebec), on February 12, 1981, under the corporate name of
Resources Minieres Rouyn Inc. By certificates of amendment dated February 10,
1987 and June 20, 1991, respectively, the Company's articles were amended to
change its corporate name. The head office and principal place of business of
the Company are located at rented offices of approximately 3,000 square feet at
110 avenue Principale, Rouyn-Noranda, Quebec, J9X 4P2. The Company also utilizes
an office of approximately 1,200 sq. ft. in rented premises at 1 Place
Ville-Marie, Suite #2130, Montreal, Quebec H3B 2C6. The common shares of
Richmont are listed and posted for trading on the Toronto Stock Exchange and the
American Stock Exchange, and were listed on the Montreal Stock Exchange until
June 11, 1999. The co-transfer agent for the Company in the United States is
Computershare Trust Company of Canada, 350 Indiana Street, Suite 800, Golden
Colorado, 80401.

                  Richmont is principally engaged in the business of
acquisition, exploration, financing, development and operation of mineral
properties. Richmont began its exploration activities in northwestern Quebec in
the spring of 1984. During the following years, it acquired a portfolio of
properties with gold-bearing potential with a view to development and commercial
operation.

                  Starting in September 1987, Richmont focused its exploration
work on the Francoeur property; in July 1988, commercial production started at
the Francoeur Mine from shaft no. 6. After sinking shaft no. 7, commercial
production resumed on October 1, 1991 from shaft no. 7. On June 1, 1992,
Richmont acquired the remaining interest in the Francoeur and Wasamac properties
from Lac Minerals Ltd., for an amount of $3,500,000, increasing its interest in
the Francoeur Mine and the Wasamac property to 100%.

                  On August 19, 1993, Richmont acquired from American Barrick
Resources Corporation all the issued and outstanding shares of Camflo Mill Inc.
("Camflo"), a corporation incorporated under the Canada Business Corporations
Act. Richmont is the sole shareholder of Camflo whose main asset is the Camflo
Mill. The purchase of Camflo secured Richmont's own milling requirements, and
placed the Company in an ideal situation to acquire other projects and also to
offer custom milling facilities to other producers in the area.


                                       8
<PAGE>


                  In its strategy for expansion, Richmont purchased 9,462,000
shares of Louvem Mines Inc. ("Louvem") in 1994 representing 36% of the issued
and outstanding common shares. Louvem is a 50% owner of the Beaufor gold
property, located 50 kilometers from the Camflo Mill.

                  In 1997, Richmont launched a public share exchange offer for
all the issued and outstanding shares of Louvem that Richmont did not already
own. At the closing of this offer, on July 11, 1997, Richmont owned 18,147,790
shares of Louvem or 69.3% of the outstanding shares. Since that date, Louvem's
results are consolidated with those of Richmont.

                  Following the acquisition of a 60% interest in May 1995 and
the remaining 40% in January 1996, Richmont Mines proceeded with the development
and the construction of the Nugget Pond Mine in June 1996. The mine is located
in the Baie Verte peninsula of Newfoundland and commercial production started on
April 1, 1997.

                  On March 30, 2000, Richmont Mines acquired the Hammerdown
property, which is located near the Nugget Pond Mine. The Company started,
during the same year, bulk sampling and development work for an underground mine
on this property.

                  In Newfoundland, over the course of 2001, Richmont Mines
invested $3,858,801 to pursue underground development and build surface
infrastructures at Hammerdown. Specifically, this work included the driving of
an access ramp 1,100 feet long to provide access to four levels of the mine to
allow commercial production to commence on July 1, 2001. This enabled the
Newfoundland operations to continue following the depletion of reserves at the
Nugget Pond Mine, which ceased its activities in July 2001.

                  In Quebec, Richmont acquired the 50% interest not already
owned by Louvem in the Beaufor Mine in April 2001 and became the operator. As a
result of this $1.8 million acquisition, Richmont is now the operator of the
Beaufor Mine, the remaining 50% of which is owned by Louvem Mines Inc., a
company in which Richmont has held a 69.3% interest since July, 1997. The
Beaufor Mine is located 16 miles northeast of Val-d'Or. The work required to
secure the mine was initiated in July 2001 and commercial production began at
the beginning of January 2002, thus replacing the supply of ore lost when the
Francoeur Mine ceased its operations in November 2001.

                  In 2002, Richmont Mines acquired the Norex property, adjacent
to the main zone of the Francoeur Mine, for $25,000. The Company also purchased
two exploration properties, Sewell and Cripple Creek, for $100,000 and $218,000
respectively. These properties are located near Timmins, Ontario, in a large
mining camp that has produced over 60 million ounces of gold.

                  The Company's financial statements are stated in Canadian
Dollars (CDN$) and are prepared in accordance with Canadian Generally Accepted
Accounting Principles (GAAP); the financial statements conform in all material
respects with U.S. GAAP except as disclosed in footnotes to the financial
statements.


                                       9
<PAGE>


                  Herein, all references to "$" and "CDN$" refer to Canadian
Dollars and all references to "US$" refer to United States Dollars.

                  The information contained in this Form 20-F is current as at
December 31, 2002, except where a different date is specified.

                  The following table sets forth the Company's capital
expenditures on its properties for the past three fiscal years.
<TABLE>
<CAPTION>
                                            YEAR ENDED
                                            DECEMBER 31
                      --------------------------------------------------------
                              2002               2001             2000
                      --------------------------------------------------------

<S>                          <C>              <C>              <C>
 Hammerdown Mine             $ 62,854         $3,858,801       $4,750,948
 Beaufor Mine               1,293,246          3,599,984          733,499
 Other investments            738,988            130,824        1,700,487
                      ----------------   ----------------   --------------

                           $2,095,088         $7,589,609       $7,184,934
                      ================   ================   ==============
</TABLE>

                  The Company invested $1,293,246 at the Beaufor Mine to
complete the work required to secure infrastructure as well as to construct a
warehouse and to purchase mining equipment. Richmont Mines also invested a total
of $801,842 in its other properties, including $318,000 to acquire the Sewell
and Cripple Creek exploration properties near Timmins, Ontario in 2002.

B.       DESCRIPTION OF PROPERTIES

         1.       BEAUFOR MINE, QUEBEC, CANADA

         ACQUISITION

                  In April 2001, Richmont Mines announced that it was acquiring
a 50% interest in the Beaufor Mine. As a result of this $1.8 million
acquisition, Richmont Mines is now the operator of the Beaufor Mine, the
remaining 50% of which is owned by Louvem Mines Inc., a company in which
Richmont Mines has held a 69.3% interest since July, 1997. The Beaufor Mine is
located 16 miles northeast of Val-d'Or, Quebec. See "Item 10. B. "Additional
Information- Material Contracts- Beaufor Mine Purchase Agreement."

                  In its new role as operator of the Beaufor Mine, Richmont
Mines requested assistance from the provincial government to facilitate the
resumption of operations at the mine. As a precautionary measure, the mine had
been closed in August 2000 when concerns were raised about the stability of the
mine pillars. It was determined that the partners would have to invest $5
million to secure the mine and modernize the Camflo Mill. In July 2001, Richmont
Mines reached an agreement with the Quebec Ministry of Natural Resources
designed to facilitate the reopening of the mine. The provincial government's
contribution, amounting to a maximum of $2.7 million, will be paid out over
three years and is based on the total payroll of these operations.


                                       10
<PAGE>


         DEVELOPMENT

                  The work required to secure the Beaufor Mine was initiated in
July 2001. It involved the backfilling of old stopes, the cabling of some
pillars and the erection of concrete barricades, primarily to protect the mine
from the risks of water infiltration. The work done in 2002 included the
installation of fences around old stopes and the diversion of a stream that
crosses the mine site.

                  Following the completion of the underground work required to
secure the mine, and after receiving the approval of the appropriate
authorities, Richmont Mines resumed production at the Beaufor Mine in January
2002.

         GEOLOGY

                  The Beaufor, Perron and Pascalis deposits are located in the
southeastern section of the Abitibi greenstone belt, which is made up of
Archaean volcanic and sedimentary rock belonging to the Superior Province. The
Val-d'Or mining camp is part of the Malartic group, which corresponds to a
volcanic pile made up of ultramafic, basaltic and rhyolitic flows.

                  The Malartic block has been divided into seven distinct
tectonostratigraphic zones. The emplacement age of the volcanic rock ranges from
2747 to 2698 Ma. The volcanic units are intersected by a series of synvolcanic
tonalitic to granodioritic plutons, including the Bourlamaque batholith, dated
at 2700 Ma + 1 Ma, which hosts several vein-gold deposits in the Val-d'Or
region, including the Beaufor Mine deposit. The regional metamorphism varies
from prehnite-pumpellyite facies to greenschist facies. The Bourlamaque
batholith occupies a significant amount of space in the Val-d'Or mining camp. It
intersects the mafic and ultramafic rocks of the Dubuisson and Jacola formation
as well as the felsic rock of the Val-d'Or formation. The composition of the
batholith varies from tonalite to trondhjemite to granodiorite.

                  The Beaufor, Perron and Pascalis mines belong to the same
hydrothermal gold system and their geometry is similar. The gold mineralization
is veined and associated with shear zones sloping moderately southward. The
mineralization is associated with quartz-tourmaline veins resulting from the
filling in of shear and extension fractures. The Beaufor deposit is contained in
the Bourlamaque granodiorite, and it is limited in the north and the south by
the Perron and Sud faults. These faults run EW and slope 80(degree) north and
60-70(degree) south, respectively. The eastern limit of the deposit is the
contact between the granodiorite and the volcanic rocks of the Dubuisson
formation. This contact plunges slightly eastward. The mineralized veins
injected into mafic dykes that intersect the granodiorite. Numerous E-W, NE-SW,
NW-SE and N-S syn- to tardi-tectonic faults limit or intersect the veins.


                                       11
<PAGE>


                  The veins are generally made up of quartz, tourmaline (5 to
80%), carbonates (10%) and a few percent of sulfides (pyrite and chalcopyrite).
The gold is directly associated with the pyrite, which occurs as centimetric
idiomorphic crystals. The gold is generally found inside pyrite grains. There
are four classes of veins associated with this event.

                  Type I is associated with steeply sloped east-west shears.
Mafic dykes are also present in these lightly mineralized structures. Reserves
have yet to be located in these structures.

                  Type II corresponds to shears oriented approximately
N115(degree) dipping 25 to 55 degrees. The structures with dips of 40 to 55
degrees are the main mineralized zones. These zones are from 3 to 10 metres
thick, with an average thickness of 5 metres. Mafic dykes are generally
associated with these structures. Zones 32, B and C are the best examples of
these structures. Locally, the shears can be quite discrete, especially in the
structures with slight dips.

                  Type III corresponds to subhorizontal sigmoid veins associated
with type II. The north-south extension of these structures is generally limited
to 10 metres.

                  Lastly, type IV is made up of subhorizontal extension veins
oriented north-south and dipping approximately 20 degrees to the west. These
veins can form decametric planes.

                  Grades can be higher in the shear veins (type II) than in the
tension veins (III and IV). The gold can be remobilized in the pyrite masses of
the shear veins, while it is distributed regularly in these same masses in the
tension veins.

                  The gold-bearing veins are contained in granodiorite with
strong chlorite-silica alteration forming anastomotic corridors 5 to 30 metres
thick. The presence of volcanic inliers within the granodiorite appears to play
a key role in the fracturing of the rocky massif and the formation of the veins.
The ore shoots plunge to the west (the intersection lineation between the veins
and the west shear) and the auriferous gradient plunges slightly to the east.
Since 1933, the Beaufor-Perron and Pascalis deposits have yielded 2,791,791 tons
of ore with an average grade of 8.31 g/t, for a total of 745,694 ounces of gold.

         RESERVES

                  Exploration activities at the Beaufor Mine, in the amount of
$808,244 for the year 2002, increased reserves by approximately 65,000 ounces of
gold. Greater than the 56,065 ounces of gold produced in 2002, this amount
effectively replaces the reserves of the mine. The new reserves are located
primarily in the lateral extensions of Zones B and C. As at December 31, 2002,
the proven and probable reserves of the Beaufor Mine stand at 1.1 million tons
grading 0.22 ounces of gold per ton, for a total of 246,000 ounces. In 2003,
Richmont intends to extend three drifts, drilling the east and west areas of
Zone B and Zone C westward and downward.


                                       12
<PAGE>


 BEAUFOR MINE GOLD RESERVES

 =========================================================================
                                   PROVEN AND PROBABLE RESERVES
                    ------------------------------------------------------
                          tons                 grade               ounces
 -------------------------------------------------------------------------

  Dec. 31, 2002         1,116,000              0.22                246,000
  Dec. 31, 2001         1,103,000              0.21                237,000
 =========================================================================

PRODUCTION SUMMARY BEAUFOR

                  Commercial production starts January 2002.

===========================================================================
                                                       Year ended
                                                   December 31, 2002
---------------------------------------------------------------------------

Tons processed                                                     223,163
Average grade of processed ore (oz/Au/t)                              0.25
Gold recovery (%)                                                   99,0 %
Gold production (oz)                                                56,065

Data per ounce of gold sold                             US$           CAN$
Cash cost                                               163            256
Depreciation and depletion                               24             38
                                              -----------------------------

Total                                                   187            294
                                              =============================

Average price obtained per ounce                        309            485
===========================================================================

2. CAMFLO MILL, QUEBEC, CANADA

                  Pursuant to a Share Purchase Agreement dated August 4, 1993
between Richmont and American Barrick, Richmont purchased on August 19, 1993,
all the issued and outstanding shares of Camflo Mill Inc.

                  Camflo Mill Inc. owns the Camflo property having a surface
area of 319.1 hectares in Malartic and Fourniere townships 20 kilometres west of
the city of Val-d'Or, Quebec. The property is held pursuant to a mining lease
(31.2 hectares), a mining concession (31.2 hectares) and 11 mining claims (255.8
hectares). Underground mining operations began in May 1965, and a 1,000-ton per
day mill was built on the mine site in 1969 and expanded in 1975, to increase
its nominal capacity to 1,250 tons per day.

                  The consideration for the purchase of all the issued and
outstanding shares of Camflo Mill Inc. was the assumption by Richmont of all
liabilities and obligations related to the rehabilitation and restoration of the
mill related facilities, including the tailings ponds (the "Production
Facility") existing as of August 19, 1993 and for which the Company made a
provision of $1,375,000.


                                       13
<PAGE>


                  As a security for the performance of Richmont's reclamation
liabilities, Richmont delivered on closing of the transaction with American
Barrick a letter of credit for the amount of $1,200,000. During the year 2000,
the letter of credit was transferred to the "Ministere des Ressources
naturelles" (MRN) and the MRN set American Barrick free of all its environmental
obligations related to the rehabilitation and restoration of the mill related
facilities, including the tailings ponds.

         Camflo benefits from acquired rights with respect to the construction
of its mill, prior to the coming into force of the Environment Quality Act
(Quebec), and holds certificates of authorization from the Department of
Environment (MENVIQ) with respect to its subsequent operations, including the
expansion of the mill to a 1,250 tons per day capacity.

                  The Camflo Mill was designed to treat gold ore using the
traditional process of direct cyanidation. The mill capacity is approximately
1,250 tons of ore per day. Since Richmont purchased the mill in August 1993,
2,699,898 tons of ore have been milled, of which 1,303,562 tons were provided by
the Francoeur Mine. In 2002, Camflo treated a total of 223,163 tons of ore from
the Beaufor Mine.

         WORK COMPLETED IN 2002

                  In 2002, the Company installed a dust-recovery system in the
crushing room, along with a dust collector in the refinery at an aggregate cost
of $207,290. These measures are expected to improve air quality in the workplace
and recover additional gold particles. Other sections of the mill will also be
renovated.

                  3. FRANCOEUR MINE, QUEBEC, CANADA

         GENERAL

                  The Francoeur Mine is part of the Francoeur property, which is
held under three mining leases, three mining concessions and six mining claims,
for a total area of 364 hectares. The property is located in Beauchastel
Township, approximately 25 kilometers southwest of Rouyn-Noranda, Quebec,
Canada.

                  The facilities at the Francoeur Mine include the surface
structures required to service the no. 7 and the no. 6 shafts (including two
headframes, hoists and compressor houses), ore bins, service buildings such as
offices, drys, garages and a settling basin for the gathering of waste water
from the mine.

         RESERVES

                  The geological reserves of the Francoeur Mine were contained
in six mineralized zones. With the course of time, the distribution changed, the
original poles found in the North and South Zones slowly moved into the West and
East Zones. Those reopened inside the supporting structure of mineralization
respectively named North Shear (North and West Zones) and South Shear (South and
East Zones). A separate zone of mineralization, known as the Zone 20, is more or
less connected to the South Zone, and is compiled with that zone in the mine
reserves.


                                       14
<PAGE>


                  Since 1985, this property has been the site of important
exploration and development work. The mine began commercial production in 1991
and remained active for 10 years, closing in November 30, 2001 following the
depletion of its reserves. In total, the Francoeur Mine has produced 340,000
ounces of gold, having doubled its projected lifespan.

                  DEVELOPMENT

                  After the Francoeur Mine closure in November 2001, additional
exploration work was done in 2002 and during the first four months of 2003,
Richmont Mines completed most of the definition drilling in the West Zone of the
Francoeur Mine. A total of 25,595 feet of drilling was done during this period.
Given the current price of gold and the value of the Canadian dollar, the
feasibility study indicated that resuming production by deepening the current
shaft would be economically very marginal. For this reason, Richmont Mines has
decided not make the investments required to restart the Francoeur Mine and to
limit expenditures at the site. This project will be reassessed in the future if
the price of gold improves sufficiently.

                  4. HAMMERDOWN MINE, NEWFOUNDLAND, CANADA

         GENERAL

                  The Hammerdown Mine is located near King's Point in northeast
Newfoundland and includes claims block 3498 and mining lease 153, covering an
area of 96 hectares.

         ACQUISITION OF THE HAMMERDOWN PROPERTY

                  Richmont Mines purchased the Hammerdown property in
Newfoundland in March 2000 for $6 million, $5.4 million of which was paid in
cash. The remaining $600,000 must be paid out at the rate of $10 for every ounce
of gold produced between the 70,000th and 130,000th ounce of gold. As at
December 31, 2002, an amount of $202,780 has been paid. Once the deposit has
produced 200,000 ounces of gold, a royalty of $20 per ounce will be payable to
the previous owner, if the price of gold exceeds US$290 per ounce. The Company
did not have to build a mill, since the ore from the Hammerdown Mine is trucked
88 miles to the Nugget Pond Mill. Two other factors help make this an extremely
cost-effective project: the known reserves are at a relatively shallow depth and
the ore grade of 0.44 ounces of gold per ton is much higher than the industry
average.

         DEVELOPMENT

                  Over the course of 2001, Richmont invested $3,858,801 to
pursue underground development and build surface infrastructures. Specifically,
this work included the driving of an access ramp 1,100 feet long to provide
access to four levels of the mine, the development of ventilation raises, and
the construction of a garage, a warehouse, a service area for employees and a
technical services office. Following the completion of this development work,
the Hammerdown Mine started up in July 2001.



                                       15
<PAGE>

         GEOLOGY

                  The Hammerdown gold deposit is located in the Appalachian
Orogenic Belt of northeastern Newfoundland and is considered to be one of the
most significant mesothermal vein-type deposits discovered to date in the belt.
The rocks of the area are part of the Cambrian and Ordovician Dunnage Zone, one
of four tectono-stratigraphic sub-divisions of the Appalachian Be1t in
Newfoundland.

                  The mineralized veins range in size from l0 to 50 metres in
length and from 10 centimetres to 2.5 metres wide and descend to a depth of at
least 200 metres. However, local late faulting and shearing tend to pinch and
offset the gold bearing structures on a meter scale. The veins occur as an array
of sub-parallel, sub-vertical structures striking east-west. The major
east-northeast trending Captain Nemo Fault lies south of the deposit and
truncates the veins at depth. The northeast trending Rumbullion Fault terminates
the easterly extent of the Main Hammerdown Zones. A 100-meter dextral
displacement has been determined for the Rumbullion Fault. The Rumbullion Zone
strikes east of the Rumbullion Fault and may be the displaced easterly extension
of the main Hammerdown Deposit. The veins are intimately related to the
intrusive felsic dykes and normally occur in close proximity to the contacts.
However, the actual placement of the veins is defined by centimeter- to
meter-wide ductile shear zones. The development of the host shear structures is
a result of competency change between the felsic dykes and the less competent
foliated mafic volcanics. The stress needed to form the shear structures was
induced by an F2 folding event.

                  Gold occurs mainly in sulphide-rich, laminated fault-fill
quartz veins. Visible gold is rare, but in thin sections is observed as
inclusions and fracture fillings in pyrite. The veins are predominantly composed
of white to grey quartz, minor carbonate, disseminations and clots of chlorite,
sericite and traces of fluorite. Sulphide content in the veins ranges from trace
to 75%. The sulphides are represented predominantly by pyrite with lesser
amounts of sphalerite, galena and chalcopyrite. The sulphides occur as discrete
bands parallel to vein contacts and as aggregates or disseminations. Isotopic
studies indicate vein formational temperatures consistent with mesothermal-style
gold mineralization. Hydrothermal alteration associated with the veins is
minimal but defined by thin bands of sericite and chlorite along contacts.

                  To date, stope mining of the deposit has determined high-grade
gold quartz/pyrite veins consistent with interpretation from surface drilling.
Veins have the continuity expected, but local faulting and shearing appears to
be more intense than expected. However, these complex structures are local with
vein displacement from 1 to 2 metres, which does not seriously affect stope
development.

         RESERVES

                  The exploration work carried out in 2002 indicated that the
reserves of the Hammerdown Mine in Newfoundland have declined by 36%. This
decrease is attributable to a lack of continuity in the periphery of the ore
zone and at greater depths. As at December 31, 2002, the proven and probable
reserves of the Hammerdown Mine were estimated to be 159,000 tons grading 0.44
ounces of gold per ton, or 70,000 ounces. In an effort to extend the operating
life of the mine, which is expected to close in 2004, a $500,000 exploration
program will be conducted in 2003.



                                       16
<PAGE>


HAMMERDOWN MINE GOLD RESERVES

 =============================================================================
                                  PROVEN AND PROBABLE RESERVES
                  ------------------------------------------------------------
                       tons                   grade              ounces
                  ------------------------------------------------------------

  Dec. 31, 2002       159,000                  0.44              70,000
  Dec. 31, 2001       370,000                  0.51             190,000
 =============================================================================

         PRODUCTION SUMMARY

         Commercial production started on July 1, 2001.
<TABLE>
<CAPTION>
                                                             Year ended                Year ended
                                                      December 31, 2002         December 31, 2001
         -----------------------------------------------------------------------------------------
        <S>                                          <C>                        <C>
         Tons processed                                         102,890                    58,765
         Average grade of processed ore (oz/Au/t)                  0.48                      0.60
         Gold recovery (%)                                         96.9                      97.8
         Gold production (oz)                                    47,470                    34,210

         Data per ounce of gold sold                    US$        CAN$          US$         CAN$
            Cash cost                                   159         251          115          178
            Depreciation and depletion                   55          86           50           78
                                                 -------------------------------------------------
            Total                                       214         337          165          256
                                                 =================================================
         Average price obtained per ounce               309         485          271          419
         =========================================================================================
</TABLE>

                  5. NUGGET POND MINE, NEWFOUNDLAND, CANADA

         ACQUISITION

                  Richmont purchased a 60% interest in the Nugget Pond gold
project in May 1995. After $3 million of development work on the property, the
Company purchased the remaining 40% in January 1996. The Nugget Pond gold mine
is located on the Baie Verte Peninsula of Newfoundland. The property consists of
123 contiguous claims and covers 1,970 hectares.

         DEVELOPMENT

                  In 1995, in order to complete the feasibility study, mine
development, definition drilling, test mining, flow sheet, mill design and
environmental programs were carried out. As at December 31, 1995, the ore
reserves totaled 430,000 tons at a grade of 0.37 ounces of gold per ton.

                  Richmont formally approved construction of the mine and the
mill in June 1996. Work to bring the Nugget Pond project closer to production
continued throughout the year. The Environmental Certificate of Approval to
operate the mine and mill was approved by the Newfoundland government in August
1996.


                                       17
<PAGE>

                  By the end of 1996 almost all the surface facilities and
infrastructure were completed. This included a three-mile power line, the
completion of an upgraded access road to the site, the erection of a large
shop/mine-dry building, three warehouse buildings, an office, and an
environmental and assay laboratory and a mill processing facility.

                  The mine produced a total of 168,748 ounces of gold, whereas
the reserves were estimated to be 160,000 ounces at the start of commercial
production. Despite the depletion of reserves at the Nugget Pond Mine during
2001, the beginning of commercial production at the Hammerdown Mine enabled
operations to continue at the Nugget Pond Mill.

         EXPLORATION

                  In 2002, no further exploration work was carried out at the
Nugget Pond Mine, which was closed in 2001 following the depletion of its
reserves. However, the Company does intend to resume exploration at the mine and
exploration expenditures of $300,000 are planned for 2003. The objective of this
work will be to assess the Nugget Pond ore horizon, which extends for over 13
miles and includes some excellent exploration targets. More specifically, the
drilling program for the coming year will assess the extension at depth of the
Nugget Pond Mine as well as the Tilt Cove area in the northeast sector of the
property.

         PROCESSING PLANT AND ENVIRONMENTAL SAFEGUARDS

                  The metallurgical and infrastructure design of a processing
plant was done by Met-Chem Pellemon. Lakefield Research completed the
metallurgical test work under Met-Chem's direction.

                  Milling operations include crushing, grinding, leaching,
precious-metal recovery using carbon-in-pulp technology and cyanide
detoxification using the INCO process. Environmental planning, testing and
analysis were completed and the project has been released from further
requirements under the Newfoundland Environmental Assessment Act, which entitled
the commencement of development.

                  The mine surface structures and mill site are confined to an
area of 1,000 feet by 650 feet. A water-monitoring program has been in place
since the beginning of Richmont's work. Tailings disposal and wastewater control
are the key environmental issues for the operational stage of the project. All
waste rock is used underground as backfill. Approximately 500,000 tons of
tailings solids were produced during the life of the Nugget Pond Mine. Cyanide
is destroyed before the discharge is released to a natural body of water; the
tailings will remain submerged, eliminating the possibility of any run-off.
Since the beginning of operations, the mine water discharges to the environment
has been in total compliance with the discharge criteria established in the
Environment Permit. The Company received a Provincial environment award in 1998
from the Newfoundland and Labrador Government.



                                       18
<PAGE>


                  6. OTHER EXPLORATION PROPERTIES

         GENERAL

                  Richmont owns or holds interests in additional mining
properties at various stages of exploration. See "Risk Factors - Exploration and
Development Risks" for a discussion of the risks inherent in exploring for gold.

                  During the year 2002, Richmont acquired the Norex property,
adjacent to the Francoeur Mine. The Company also purchased two exploration
properties, Sewell and Cripple Creek. These properties are located near Timmins,
Ontario, in a large mining camp that has produced over 60 million ounces of
gold.

                  The Sewell property contains high grades of gold. The two best
intersections, identified by exploration in 1987 and 1995, are 0.56 ounces of
gold per ton over eight feet and 0.28 ounces of gold per ton over seven feet in
drill core. The zone is open at depth, 250 feet from the surface. The Cripple
Creek property comprises three ore zones open at depth, which include the two
best drill intersections of 0.19 ounces of gold per ton over 15 feet and 0.15
ounces of gold per ton over 18 feet. An exploration program for these properties
will be prepared in 2003.

                  At the Wasamac property, an exploration program was started at
the end of 2002 and will carry on in 2003.

                  The following table provides information on these exploration
properties as at December 31, 2002.


PROPERTY               NUMBER OF CLAIMS        OWNERSHIP INTEREST(1)
-----------------------------------------------------------------------
Wasamac            3 mining concessions(2)             100%
Lac Fortune          1 special permit(3)               100%
Arncoeur                      14                        75%(4)
Norex                         36                       100%
Sewell                        5                        100%
Cripple Creek                 55                       100%

(1)  The Company would also be subject to pay royalties if some of its
     properties are advanced into commercial production.
(2)  The three mining concessions of the Wasamac property cover an area of 758
     hectares.
(3)  The special permit of the Lac Fortune property covers an area of 158
     hectares.
(4)  The Company has the option to acquire the 25% residual interest of this 443
     hectares property.

7. ENVIRONMENTAL REGULATION

         GENERAL

                  The principal operations of Richmont are the production of
gold from mining development, extraction and processing of minerals and mining
exploration to maintain and increase its ore reserves. These operations are
subject to various levels of control and of strict government regulations, such
as laws and regulations in respect of activities related to natural resources
and protection of the environment. The current legislation is a matter of public
knowledge, and Richmont is unaware of any further legislation and amendments in
the foreseeable future that may have a bearing on its operations.


                                       19
<PAGE>


                  Legislation in matters of environmental protection, to which
the Canadian mining industry is subject, imposes, in particular, high standards
for the reduction or elimination of the emission, deposit, issuance or release
into the environment of contaminants caused by extraction and processing. In
addition, certificates of authorization must be obtained in advance for the
construction and commercial operation of a mine, plant, concentrator or
refinery, since such type of operations that are specific to the mining industry
may result in the emission, deposit, issuance or release of contaminants into
the environment or may change the quality of the environment.

         QUEBEC

                  Provincial legislation in mining matters contemplates the
acquisition and ownership of mining titles, safety standards, royalties and
mining taxes. The Mining Act (Quebec) ensures the rehabilitation and restoration
of lands affected by mining activities. Thus, a person who carries out certain
mining work, who operates a mill in respect of certain mineral substances or who
carries out certain mining operations in respect of tailings must obtain the
approval of the Department of Energy and Resources (Quebec) (the "DER") for any
plan for the rehabilitation and restoration of land affected by its operations;
such person must comply with the plan and provide a financial guarantee to that
effect. When a person commences mining operations, it must submit its
rehabilitation and restoration plan within one year following the beginning of
its activities. The DER may require or impose additional conditions or
obligations before giving its approval to the rehabilitation and restoration
plan. Such plan, once approved, must be resubmitted every five years for
approval by the DER. The DER may review the financial guarantee at any time if
it is of the opinion that the guarantee is insufficient and may require
additional guarantees. Such amendments also provide that the Minister may enjoin
a person who has already ceased its mining operations on a particular site to
perform the rehabilitation and restoration work required by the presence of
tailings. If the person does not comply with any of the aforementioned
amendments and regulations, the DER may have the rehabilitation and restoration
work executed by a third party at the cost of such person. Richmont does not
currently foresee any difficulty in meeting the requirements under the Mining
Act.

                  Richmont holds certificates of authorization issued by the
Department of the Environment (Quebec) with respect to its mining operations at
the Francoeur Mine, the Beaufor Mine and its subsidiary, Camflo Mill Inc. The
Company also benefits from acquired rights with respect to the construction of
its mill prior to the coming into force of the Environment Quality Act (Quebec).

         NEWFOUNDLAND

                  The Mining Act (Newfoundland and Labrador) deals with the
operation of all mines and mills in the province. It sets out clear regulations
for efficient planning, development, operation, rehabilitation and closure of
mines in Newfoundland and Labrador. It also provides strong provisions to ensure
the protection of the natural environment.


                                       20
<PAGE>


                  The Mining Act formalizes procedures for rehabilitation and
closure of mines in the province. Thus, a person who carries out certain mining
work or who operates a mill in respect of certain mineral substances, must
obtain approval of the Department of Mines and Energy (Newfoundland & Labrador)
(the "DME") for any plan for the rehabilitation or restoration of land affected
by its operations; such person must comply with the plan and provide financial
assurance to that effect. A person shall take all reasonable steps to
progressively rehabilitate a site whether or not closure has commenced. Before a
person commences mining operations, a rehabilitation and closure plan must be
submitted to the DME for approval. It should set out the measures the person
proposes to take to progressively rehabilitate a site, as well as the measures
proposed to rehabilitate the site upon closure of the project.

                  Where closure commences on a site, the person shall notify the
Minister immediately and comply with the requirements of the rehabilitation and
closure plan. The DME may require or impose additional conditions or obligations
before giving its approval to the rehabilitation and closure plan. Where the
Minister determines that the person is not progressively rehabilitating a site
in conformity with the rehabilitation and closure plan, he or she may require
that the person take the steps necessary to rehabilitate the site to the
satisfaction of the DME. If the person fails to comply with the aforementioned
requirements within a reasonable time, the DME may have the rehabilitation work
executed by a third party at the cost of such person.

                  In addition, an operational plan shall be submitted no later
than one month before the commencement of the operating year. The operational
plan shall include a description of the progressive rehabilitation work planned
for the year. An annual report on operations of the project for the preceding
year must be submitted no later than two months after the end of the operating
year and shall include the progressive rehabilitation work completed during the
year.

                  Since the very start of the Nugget Pond project, Richmont has
always been concerned for the environment, with the aim of respecting all
government regulations.

                  The intention of the environmental program is to return the
site and the watershed to its pre-development state. Reclamation activities
should restore the site's natural capabilities.

                  Failure to comply with the legislation mentioned above may
result in the issuance of an order for the interruption or decrease of
operations or even the installation of additional equipment. Richmont may be
required to indemnify those who suffer loss or damages due to its mining
operations and may be subject to a penalty if it is convicted under the
provisions of this legislation.

                  For the seven years of mill operations, the division has
maintained 100% compliance with environmental discharge criteria. In recognition
of its efforts, Richmont Mines received one prize awarded annually by the PDAC
(Prospectors & Developers Association of Canada) for outstanding performance in
protecting the environment for the year 2000.

                  8. FOREIGN SALES/ASSETS

                  At December 31, 2002, all assets of the Company were located
in Canada.


                                       21
<PAGE>


                  All gold production during 2002 was generated in Canada,
although final sales of gold made to purchasers resident in the United States
represented 92% of the Company's total gold revenues in 2002 and 2001, and 100%
for the year 2000, respectively.

                  As at December 31, 2003, the Company has forward exchange
contracts maturing in the year 2003 of US$3,500,000 at an average rate of
1.5686, having a negative fair value of $48,198. As at December 31, 2001, the
Company did not have forward exchange contracts for 2002. As at December 31,
2000, the Company had forward exchange contracts maturing in 2001 of
US$3,000,000 at an average rate of 1.5238, having a negative fair value of
$77,043.

           See "ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT

MARKET RISK - FOREIGN CURRENCY RISK DISCLOSURE" below.

                  9. LABOR

                  As of December 31, 2002, the Company had a total of 234
employees. The Company considers its labor relations to be good. The Francoeur
Mine has a collective bargaining agreement that expired on December 31, 2002.

                  Negotiations are under way to renew this collective bargaining
agreement, despite the closing of the Francoeur Mine. The hourly employees of
the Camflo Mill have been unionized since February 2003, but contract
negotiations have yet to begin.

                  10. GOLD MARKETING AND SALES

                  The profitability of gold mining is directly related to the
market price of gold as compared with the cost of production. Gold prices
fluctuate widely and are affected by numerous factors, including expectations
with respect to the rate of inflation, exchange rates (specifically the U.S.
dollar relative to other currencies), interest rates, global and regional
political and economic crises, and governmental policies with respect to gold
holdings by a nation's central bank. The demand and supply of gold usually
affects gold prices but not necessarily in the same manner as supply and demand
affects the prices of other commodities. The gold available for sale includes a
combination of mine production and stock and gold bullion held by governments,
public and private financial institutions, industrial organizations and private
individuals. Generally speaking, as the amounts produced in any single year
account for a small portion of the total available supply of gold, normal
variations in current production do not have a significant impact on the supply
of gold or on its price.

                  The following table sets out the annual average gold price
(London PM fix) in U.S. dollars over the past five years:

                                               (US$)

                  1998.....................     294
                  1999.....................     279
                  2000.....................     280
                  2001.....................     271
                  2002.....................     310
                  2003 January to May .....     348

                                       22
<PAGE>


                  Gold can be easily sold on numerous markets throughout the
world and it is not difficult to ascertain its market price at any particular
time. Richmont is not dependent upon the sale of its gold to any one customer
because of the large number of available gold purchasers.

                  Dore bars are carried between the mills and the refinery by
commercial armored truck. These bars are refined at a commercial refinery under
a service contract at competitive rates. Refined metal is sold under forward
sales contracts or on the spot market to commercial bullion dealers.

                  Richmont uses occasionally put and call options on gold, and
forward sales contracts on gold and U.S. dollars. All such hedging policies are
previously approved by the Company's Board of Directors. Financial derivatives
are used only in accordance with the Company's hedging policy, and not for
speculative purposes.

                                                      GOLD SALES
                                                          Fiscal
                                                            2002

Ounces sold spot..............................            55,690
Ounces hedged.................................            47,000
Total Sales (ounces)..........................           102,690
Average price obtained (per ounce)............            US$309
Average gold price (per ounce)................            US$310
Negative value per ounce from hedging.........             $ (1)


                  As at December 31, 2002, Richmont had hedging contracts
guaranteeing a minimum price of US$320 and a maximum price of US$336 per ounce
for 11,000 ounces of gold to be delivered during the first quarter of 2003.
These were short-term contracts and the last contract expired on March 31, 2003.
See "ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK -
COMMODITY PRICE RISK DISCLOSURE" below.

ITEM 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS.

              SEE THE DISCUSSION REGARDING FORWARD-LOOKING STATEMENTS AT PAGE 3.

                  This discussion and analysis of the operating results and the
financial position of the Company for the three years ended December 31, 2002,
2001 and 2000 should be read in conjunction with the Financial Statements and
the related Notes thereto.



                                       23
<PAGE>


         A. OPERATING RESULTS

         YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001

                  GENERAL. In 2002, the price of gold ranged from US$278 to
 US$349 per ounce. The average selling price of gold, which had been relatively
 weak since 1997, rebounded to US$310 per ounce in 2002. The average selling
 price of gold in 2001 was US$271 per ounce.

                  The gold industry as a whole was much stronger in 2002 than in
2001. Richmont Mines benefited from this general turnaround as well as from
positive internal developments. The Hammerdown Mine in Newfoundland completed
its first full year of operation in 2002, and the Beaufor Mine in Quebec resumed
operations in January. Gold sales totalled a record 102,690 ounces, 27% more
than the 81,153 ounces sold in 2001.

                  Gold sales from the Beaufor Mine in 2002 amounted to 54,374
ounces produced at a cash cost of US$163 per ounce. The Hammerdown Mine, which
commenced operations in July 2001, was responsible for gold sales of 48,316
ounces produced at a cash cost of US$159 per ounce in 2002, compared with sales
of 32,533 ounces at a cost of US$115 per ounce in 2001. Production cash costs
per ounce increased because grades were 20% lower in 2002 than in 2001.

                  In 2002, net earnings were a record $9,085,818, or $0.59 per
share, substantially higher than the net earnings of $518,090, or $0.03 per
share, reported in 2001. Cash flow from operations before the net change in
non-cash working capital also increased, rising from $8,975,874, or $0.60 per
share, in 2001, to $16,032,057, or $1.05 per share, in 2002. Cash, cash
equivalents and short-term investments increased by $15,373,143 during 2002,
reaching $30,978,920 by year-end 2002.

                  At December 31, 2002, the Company had no long-term debt,
working capital of $29,775,077 and an unused line of credit of $5 million.

                  CHANGE IN AN ACCOUNTING POLICY. The Company's accounting
policies are conform with Canadian generally accepted accounting principles and
with mining industry practices. On January 1, 2002, Richmont Mines prospectively
adopted the new accounting recommendations of the Canadian Institute of
Chartered Accountants regarding remuneration and other share-based payments. The
Company decided to continue to use the settlement-value method to record the
granting of options to senior executives and management and applies the
fair-value method for options granted to non-employees. Any consideration paid
on exercise of stock options is credited to capital stock.

                  REVENUES. The Company's precious metals revenues increased in
2002, climbing to $49,815,082 from $34,013,168 in 2001, as a result of increased
production and a higher gold selling price. Total revenues were $51,995,182
compared with $35,043,516 in 2001. The Company received from the Quebec Ministry
of Natural Resources financial assistance of $1,026,996 in 2002 to secure
infrastructure at the Beaufor Mine and $496,000 to carry out exploration work at
the Francoeur Mine. Both amounts are recorded under "Other revenues". The grant
pertaining to securing the Beaufor Mine may become payable under certain
conditions.


                                       24
<PAGE>

                  EXPENSES. Operating costs and royalties totalled $26,078,670
in 2002, compared with $20,777,034 the previous year. Operating costs per ounce
improved in 2002, decreasing to US$162 per ounce from US$166 per ounce in 2001.
Administrative expenses rose to $2,229,343 in 2002 from $1,660,124 in 2001.

                  Exploration and project-evaluation costs increased to
$3,727,600 in 2002, with $2,361,147 of this amount devoted to exploration
activities at the Francoeur Mine. In 2001, these costs were $460,300.

                  To comply with federal and provincial environmental
regulations, Richmont Mines allocated and paid out $100,000 for site restoration
during the year 2002.

                  Depreciation and depletion rate per ounce was almost the same
in 2002 at $61 per ounce compared with $60 per ounce in 2001. Depreciation and
depletion amounted to $6,618,410 in 2002 compared with $4,872,917 in 2001.

                  No mining assets were written down in 2002, while the closing
of the Nugget Pond Mine led to a write-down of $4,162,918 in 2001. During fiscal
year 2002, Richmont Mines took a $219,372 write-down on some of its short-term
investments.

                  Tax expenses were $3,935,969 in 2002 compared with $258,605 in
2001.

                  NET EARNINGS. Net earnings totalled $9,085,818, or $0.59 per
share, a marked improvement over earnings for 2001, which were $518,090, or
$0.03 per share. This increase in net earnings is due to higher gold sales,
which rose to 102,690 ounces from 81,153 ounces in 2001, a stronger average
selling price of gold, which rebounded to CAN$485 per ounce in 2002 from CAN$420
in 2001, and the $4,162,918 write-down of mining assets in 2001.

                  US GAAP RECONCILIATION. Please refer to note 18 to the audited
consolidated financial statements included herein.

         YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000

                  REVENUES. In 2001, Richmont Mines' precious metals revenues
were $34.1 million compared with $33.5 million in 2000. Total revenues were
$35.3 million versus $35.5 million in 2000, mainly due to a decrease in custom
milling revenues.



                                       25
<PAGE>

                  EXPENSES. Operating costs, ore transportation and royalties
totalled $21 million in 2001 versus $23.6 million in 2000. Operating costs per
ounce in 2001 decreased over the previous year, falling to US$163 per ounce of
gold from US$191 in 2000. Administration expenses were higher in 2001,
increasing to $1.7 million from $1.2 million the previous year. The development
of the Hammerdown Mine in 2000 resulted in a portion of the administration
expenses being capitalized.

                  Depletion declined from US$42 per ounce in 2000 to US$37 in
2001. Depreciation and depletion totalled $4.9 million in 2001 compared with
$5.7 million in 2000.

                  During the second quarter, a write-down of $4.2 million was
recorded for mining assets at the Nugget Pond Mine. In 2000, the mining assets
of Louvem Mines Inc. and Camflo Mill were written down by $6 million.

                  Given the recovery of $1,1 million in taxes as a result of
this write-down of $4.2 million in mining assets, tax expenses in 2001 declined
to $0.3 million from $1.4 million in 2000.

                  Richmont Mines is subject to various federal and provincial
regulations and laws designed to protect the environment. To allow the Company
to meet its environmental obligations, a $1,050,000 provision for
site-restoration costs - $800,000 for the Newfoundland division and $250,000 for
the Beaufor Mine - was recorded during fiscal 2001. The previous year, a
provision of $750,000 was recognized for the restoration of the Beaufor Mine.

                  NET EARNINGS. The Company's net earnings for 2001 were $0.5
million, or $0.03 per share compared with the loss of $3.4 million, or $0.22 per
share, recorded for the previous fiscal year. Before the provision for
site-restoration costs and the write-down of mining assets, net earnings for the
year were $4.6 million, or $0.31 per share.

         B. LIQUIDITY AND CAPITAL RESOURCES

                  YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED
                  DECEMBER 31, 2001

                  CASH FLOW FROM OPERATIONS. Cash flow from operations increased
by over 30% in 2002, climbing to $15,916,748 from $11,950,388 in 2001. Before
the net change in non-cash working capital, cash flow from operations was
$16,032,057, or $1.05 per share, in 2002, compared with $8,975,874, or $0.60 per
share, in 2001. Higher net earnings account for this increase.

                  CASH FLOWS USED IN INVESTMENTS. Investments increased from
$7,589,609 in 2001 to $13,820,145 in 2002. The vast majority of this amount was
used to make short-term investments of $11,725,057 that are readily convertible
to cash. The Company also invested $1,293,246 at the Beaufor Mine to complete
the work required to secure infrastructure as well as to construct a warehouse
and to purchase mining equipment. Richmont Mines also invested a total of
$801,842 in its other properties, including $318,000 to acquire the Sewell and
Cripple Creek exploration properties near Timmins, Ontario. In 2001, the
Company's major investments were allocated to develop the Hammerdown Mine and to
acquire a 50% interest in the Beaufor Mine and secure its infrastructure.


                                       26
<PAGE>


                  CASH FLOWS FROM FINANCING. During fiscal year 2002, the
Company issued 696,100 shares following the exercise of stock options and
received $1,770,855. No shares were issued in 2001.

                  CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS. In 2002,
cash and cash equivalents increased by $3,867,458, reaching $19,473,235 by the
end of the year compared with $15,605,777 at year-end 2001. In addition to these
cash holdings, the Company had, as at December 31, 2002, a total of $11,505,685
in liquid short-term investments.

         YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000

                  CASH FLOW FROM OPERATIONS. Cash flow from operations increased
by 9% in 2001, climbing to $11,950,388, or $0.79 per share, from $10,971,758 or
$0.72 per share, in 2000. This increase reflected lower operating costs.

                  CASH FLOWS USED IN INVESTMENTS. Investments in mining
activities totalled $7,589,609 in 2001 compared with $7,184,934 in 2000. Most of
this amount was used to acquire a 50% interest in the Beaufor Mine and to secure
the mine prior to the commencement of production at a cost of $3,599,984, and to
develop the Hammerdown Mine, for which $3,858,801 was allocated. The remainder
was invested for the modernization of the Camflo Mill. In 2000, the core
investment was $4,750,948 to acquire and develop the Hammerdown Mine.

                  FINANCING. As of December 31, 2001, the Company had a line of
credit of $2,000,000 and a credit facility of $5,000,000, secured by all the
assets, renewable on an annual basis, bearing interest at prime rate for the
line of credit and prime plus 0.75% for the credit facility.

ITEM 6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

         A.       DIRECTORS AND SENIOR MANAGEMENT AND BOARD PRACTICES

                  The table below lists, as of December 31, 2002, the names of
all the directors of the Company. The directors generally serve in their
respective capacities from their election on the day of the Annual General
Meeting of the Company, last held on May 14, 2003, and will serve until the next
Annual General Meeting or until a successor is duly elected, unless the office
is vacated in accordance with the Articles and By-Laws of the Company. Vacancies
on the Board of Directors are filled by the remaining directors and the persons
filling those vacancies hold office until the next Annual General Meeting at
which time they may be re-elected or replaced.



                                       27
<PAGE>

                                DIRECTORS (1)
--------------------------------------------------------------------------------

NAME                                                   ELECTED OR APPOINTED
--------------------------------------------------------------------------------
Denis Arcand (2)                                             September 1995
Jean Depatie (2)                                                   May 1994
Rejean Houle (2) (3)                                           January 1989
Gilles Loiselle, PC (2) (3)                                       July 1996
Jean-Guy Rivard (3)                                           February 1981
Louis Dionne                                                  December 2002
--------------------------------------------------------------------------------

(1) All Directors are residents and citizens of Canada.
(2) Members of the Audit Committee.
(3) Members of the Compensation Committee.


                  The Compensation Committee reviews annually the compensation
paid to the directors by taking into account and comparing it with compensation
paid to directors of comparable companies. At its last meeting held on February
19, 2003, the Compensation Committee decided to adjust the directors'
compensation to an annual fee of $3,500 and an attendance fee of $500 per
meeting for the coming year. The Compensation Committee meets at least annually.
In 2002 the Compensation Committee held one meeting.

                  The Compensation Committee takes into account senior
management's responsibilities and workload in setting each member's
compensation. The Committee favours competitive compensation in order to keep
competent key employees.

                  The Audit Committee meets at least twice a year in order to
review the Company's financial position, meets with auditors and analyzes
performance, existing and potential investments and the mining property
portfolio. In 2002 the Audit Committee met two times.

                  The table below lists the names of all of the Company's
executive officers as of December 31, 2002. The executive officers serve at the
pleasure of the Board of Directors. All executive officers are residents and
citizens of Canada and serve full time on the affairs of the Company, except for
the Secretary.



                                       28
<PAGE>


         B. EXECUTIVE OFFICERS

                       EXECUTIVE OFFICERS
---------------------------------------------------------------------------

NAME                         POSITION                 ELECTED OR APPOINTED
---------------------------------------------------------------------------

Jean-Guy Rivard              Chairman of the Board           February 1981
Louis Dionne                 President/CEO                   December 2002
Martin Rivard                Executive VP                    November 2000
Jean-Yves Laliberte          VP Finance                     September 1989
Andre de Guise               VP Operations                      March 2001
Nicole Veilleux              Controller                          July 1998
Campbell Stuart              Secretary                           July 2002
---------------------------------------------------------------------------

                  The business backgrounds and principal occupations, including
outside directorships, of the Company's officers and directors for the preceding
five years are as follows:
<TABLE>
<CAPTION>
 ----------------------------------------------------------------------------------------------------------
           NAME                        PRINCIPAL OCCUPATION               CITY, PROVIDENCE, COUNTRY
 ----------------------------------------------------------------------------------------------------------
 <S>                     <C>                                              <C>
 Jean-Guy Rivard         Chairman of the Board of Richmont                Rouyn-Noranda, Quebec, Canada
 Louis Dionne            President/CEO of Richmont                        Oakville, Ontario, Canada
 Denis Arcand            President of 14920 Canada Inc., a financial
                         holding and consulting company                   Brossard, Quebec, Canada
 Gilles Loiselle         Advisor to the Chairman of the Executive
                         Committee, Power Corporation of Canada           Montreal, Quebec, Canada
 Rejean Houle            Ambassador, Canadien Hockey Club Inc.            Montreal, Quebec, Canada
 Jean Depatie            President and CEO of Gold Hawk Resources Inc.    St-Bruno, Quebec, Canada
 Martin Rivard           Executive Vice President of Richmont             Rouyn-Noranda, Quebec, Canada
 Jean-Yves Laliberte     Vice-President, Finance of Richmont              Rouyn-Noranda, Quebec, Canada
 Andre de Guise          Vice-President, Operations of Richmont           Rouyn-Noranda, Quebec, Canada
 Nicole Veilleux         Controller of Richmont                           Rouyn-Noranda, Quebec, Canada
 Campbell Stuart         Partner, Colby, Monet, Demers, Delage &
                         Crevier, law firm                                Montreal, Quebec, Canada
</TABLE>

                  The above-mentioned individuals have held their principal
occupation as indicated opposite their respective names during the last five
years, except for Mr. Louis Dionne, who was, prior to December 2002, First
Vice-President of Underground Operations of Barrick Gold Corporation.

                  The Company has no contract with any of its directors that
provide for benefits upon termination of employment.

                  Martin Rivard is the son of Jean-Guy Rivard. There are no
other family relationships between any director or executive officer. Other than
discussed above, there are no arrangements or understandings with major
shareholders, customers, suppliers or others, pursuant to which any director or
executive officer was selected as a director or member of senior management.



                                       29
<PAGE>

       C. COMPENSATION OF OFFICERS AND DIRECTORS

                  During the fiscal year ended December 31, 2002, the five
executive officers of Richmont were paid an aggregate of $723,271 (including all
personal benefits) by the Company.

<TABLE>
<CAPTION>
                            SUMMARY COMPENSATION TABLE
--------------------------------------------------------------------------------------------------------------------
                                 ANNUAL COMPENSATION              LONG-TERM COMPENSATION
--------------------------------------------------------------------------------------------------------------------
                                                                  AWARDS       PAYOUTS
--------------------------------------------------------------------------------------------------------------------
                                                           OTHER                RESTRICTED
                                                           ANNUAL    SHARES     SHARES OR                  ALL OTHER
                                                           COMPEN-   UNDER      RESTRICTED      LTIP       COMPEN-
 NAME AND                         SALARY       BONUS       SATION    OPTIONS    SHARE UNITS    PAYOUTS(2)  SATION(3)
 PRINCIPAL POSITION        YEAR    ($)          ($)         ($)        (#)         ($)           ($)         ($)
--------------------------------------------------------------------------------------------------------------------
<S>                        <C>    <C>          <C>         <C>      <C>          <C>            <C>
                           2002   242,424      50,000         Nil     400,000         Nil         Nil      36,200
 Jean-Guy Rivard           2001   242,424         Nil         Nil     100,000         Nil         Nil      36,200
 Chairman of the Board(4)  2000   242,424         Nil         Nil     100,000         Nil         Nil      36,200
--------------------------------------------------------------------------------------------------------------------
 Louis Dionne              2002    31,693         Nil         Nil     500,000         Nil         Nil         Nil
 President and Chief       2001       N/A         N/A         N/A         N/A         N/A         N/A         N/A
 Executive Officer(5)      2000       N/A         N/A         N/A         N/A         N/A         N/A         N/A
--------------------------------------------------------------------------------------------------------------------
                           2002   118,896      25,000         Nil     150,000         Nil         Nil         Nil
 Martin Rivard             2001   104,963         Nil         Nil         Nil         Nil         Nil         Nil
 Executive Vice-President  2000     9,416         Nil         Nil      50,000         Nil         Nil         Nil
--------------------------------------------------------------------------------------------------------------------
 Jean-Yves Laliberte       2002   104,963      10,000         Nil         Nil         Nil         Nil         Nil
 Vice-President, Finance   2001   104,963         Nil         Nil         Nil         Nil         Nil         Nil
                           2000    91,668         Nil         Nil      50,000         Nil         Nil         Nil
--------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)   Does not include perquisites and other personal benefits, securities or
      property, the aggregate of which is no greater than the lesser of $50,000
      and 10% of the total of the annual salary and bonus of the Named Executive
      Officer for the financial year.
(2)   Long term incentive plan (LTIP).
(3)   Premium paid for supplementary life insurance.
(4)   Prior to December 2, 2002, Mr. Jean-Guy Rivard was President and Chief
      Executive Officer of the Company.
(5)   Mr. Louis Dionne was named President and Chief Executive Officer of the
      Company on December 2, 2002.

                  On May 26, 1994, the Board of Directors of the Company adopted
a remuneration plan for the directors who are not officers of the Company or of
its affiliates or who do not receive any remuneration as officers of the
Company. During 2002, an annual fee of $2,500 was paid to each such director
plus an attendance fee of $500 per meeting (or $250 per meeting held by
conference call). The four directors have received an aggregate remuneration of
$29,250 during the year ended December 31, 2002.

                  The Company paid no other form of remuneration to the
directors of the Company during the year ended December 31, 2002.

                                       30
<PAGE>


                  The Company has directors' and officers' liability insurance
for a maximum amount of $10 million for which the Company pays an annual premium
of $22,979. The insurance policy does not contain a deductible for the directors
and officers, but a deductible of $25,000 per event.

                  No directors or executive officers of the Company are indebted
to the Company for the year ended December 31, 2002.

                                          STOCK OPTIONS GRANTED DURING 2002

                  The table below shows the stock options granted to the
executive officers pursuant to the Stock Option Plan during the year ended
December 31, 2002. The Company has no stock appreciation rights plan (SAR).

<TABLE>
<CAPTION>
====================================================================================================================
                                SECURITIES
                                   UNDER      % OF TOTAL OPTIONS
                                  OPTIONS    GRANTED TO EMPLOYEES    EXERCISE    MARKET VALUE ON
                                  GRANTED    IN THE FINANCIAL YEAR  PRICE ($ /     THE DATE OF     EXPIRATION DATE
             NAME                   (#)                             SECURITIES)       GRANT
--------------------------------------------------------------------------------------------------------------------
<S>                               <C>                 <C>              <C>             <C>               <C>
Jean-Guy Rivard                   100,000             7.7              1.78            1.78         Jan. 8, 2007
Chairman of the Board             100,000             7.7              3.10            3.10         Mar. 18, 2007
                                  200,000            15.4              4.72            4.72         Dec. 1, 2007
--------------------------------------------------------------------------------------------------------------------
Louis Dionne
President and Chief Executive     100,000             7.7              4.60            4.60          May 1, 2007
Officer                           400,000            30.9              4.72            4.72         Dec. 1, 2007
--------------------------------------------------------------------------------------------------------------------
Martin Rivard                     50,000              3.9              4.25            4.25         July 7, 2007
Executive Vice-President          100,000             7.7              4.72            4.72         Dec. 1, 2007
--------------------------------------------------------------------------------------------------------------------
Jean-Yves Laliberte                 Nil               N/A               N/A            N/A               N/A
Vice-President, Finance
====================================================================================================================
</TABLE>




                                       31
<PAGE>


          AGGREGATE OPTION EXERCISES DURING THE MOST RECENTLY COMPLETED
               FINANCIAL YEAR AND FINANCIAL YEAR-END OPTION VALUES

                  The following table describes the options exercised during the
year ended December 31, 2002 by the Named Executive Officers and the year end
option value.
<TABLE>
<CAPTION>
====================================================================================================================
                                                                                            VALUE OF UNEXERCISED
                                                               UNEXERCISED OPTIONS AT      IN-THE-MONEY OPTIONS AT
                                 SECURITIES     AGGREGATE             YEAR-END                 YEAR-END ($)(1)
                                 ACQUIRED ON      VALUE                  (#)                    EXERCISABLE/
                                  EXERCISE       REALIZED           EXERCISABLE/                UNEXERCISABLE
             NAME                    (#)           ($)              UNEXERCISABLE
--------------------------------------------------------------------------------------------------------------------
<S>                                <C>           <C>                  <C>     <C>                <C>       <C>
Jean-Guy Rivard                    200,000       410,000              750,000/0                  2,019,250/0
Chairman of the Board
--------------------------------------------------------------------------------------------------------------------
Louis Dionne
President and Chief Executive        Nil           N/A                500,000/0                   572,000/0
Officer
--------------------------------------------------------------------------------------------------------------------
Martin Rivard                      27,500         50,375           67,500/120,000              191,675/153,200
Executive Vice-President
--------------------------------------------------------------------------------------------------------------------
Jean-Yves Laliberte                20,000         53,200            70,000/10,000              215,300/23,150
Vice-President, Finance
====================================================================================================================
</TABLE>

(1)  The value is based on the closing price of the common shares of the Company
     on the Toronto Stock Exchange on December 31, 2002, which was $5.84.

                  No funds were set aside or accrued by the Company during 2002
to provide pension, retirement or similar benefits for directors or officers.

                  Except for the Company's Employee and Director Stock Option
Plan, the Company has no material bonus or profit sharing plans pursuant to
which cash or non-cash compensation is or may be paid to the Company's directors
or officers.

                  Stock options to purchase securities from Company can be
granted to directors and employees of the Company on terms and conditions
acceptable to the regulatory authorities in Canada, notably the Toronto Stock
Exchange and the Ontario Securities Commission.

                D. EMPLOYEES

                  The number of employees of the Company as of December 31,
2002, 2001and 2000 were 234, 141 and 186, respectively. The distribution of the
employees was the following:


                                       32
<PAGE>



                                            2002          2001           2000
                  ------------------------------------------------------------
                  Corporate Office            11             9              8
                  Francoeur                   19             4             62
                  Beaufor                    105            39             15
                  Camflo                      26            22             27
                  Newfoundland                73            67             74
                  TOTAL                      234           141            186
                  ------------------------------------------------------------

                  See "ITEM 4.B.9 INFORMATION ON THE COMPANY - Description of
Properties - Labor".

                E.   SHARE OWNERSHIP

                  Set forth below is the amount of the Company's common stock
owned by the Company's directors and executive officers as of June 24, 2003.

                SHAREHOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------------------------------------------------------
    TITLE OF      IDENTITY OF PERSON OR GROUP          AMOUNT OF
      CLASS                                            BENEFICIAL     PERCENT OF
                                                       OWNERSHIP        CLASS(1)
--------------------------------------------------------------------------------

     Common       Jean-Guy Rivard (2)                  1,865,000          10.57%
     Common       Louis Dionne (3)                       500,000            2.8%
     Common       Campbell Stuart (4)                     20,000               *
     Common       Gilles Loiselle (5)                     20,000               *
     Common       Denis Arcand (6)                        56,348               *
     Common       Rejean Houle                            37,000               *
     Common       Jean Depatie (7)                        21,000               *
     Common       Martin Rivard (8)                      184,000              1%
     Common       Jean-Yves Laliberte (9)                 86,000               *
     Common       Nicole Veilleux (10)                    27,000               *
     Common       Total Officers/Directors             2,816,348          15.96%
                                                       =========          ------
--------------------------------------------------------------------------------

* Less than one percent

(1)  Based upon 15,944,200 shares outstanding at June 24, 2003 and 1,703,500
     stock options exercisable within 60 days of June 24, 2003 by all directors
     and officers as a group.
(2)  1,000,000 are held indirectly through Les Entreprises Tremoy Ltee, a
     private company controlled by Mr. Rivard and 115,000 are directly held.
     750,000 represent currently exercisable stock options.
(3)  500,000 represent currently exercisable stock options.
(4)  4,000 represent currently exercisable stock options and 16,000
     unexercisable stock options.
(5)  20,000 represent currently exercisable stock options.
(6)  30,000 represent currently exercisable stock options.
(7)  20,000 represent currently exercisable stock options.
(8)  60,000 represent currently exercisable stock options and 100,000
     unexercisable stock options.
(9)  80,000 represent currently exercisable stock options.
(10) 27,000 represent currently exercisable stock options.


                                       33
<PAGE>


                  The Company has an Employee and Director Stock Option Plan
(the "Plan"), adopted April 18, 1995 amended May 22, 1997, April 23, 2002 and
May 15, 2002, for the benefit of senior officers, employees and directors of the
Company and its affiliates. Subject to the requirements of the Plan, the Board
of Directors of the Company has the authority to select those directors and
employees to whom stock options will be granted, the number of stock options to
be granted to each director and employee and the price at which shares of common
stock may be purchased. The exercise price for purchasing shares of common stock
upon exercise of a stock option granted under the Plan will be determined by the
Board of Directors at the time the stock option is granted but cannot be less
than the closing price of the common stock on the Toronto Stock Exchange on the
trading day preceding the date of grant. The stock options are not transferable.
The aggregate number of shares of common stock at any time that will be
available for issuance under the Plan or pursuant to other outstanding stock
options to insiders will not be permitted to exceed 10% of the shares of common
stock then outstanding and the aggregate number of shares of common stock at any
time available for issuance under the Plan or pursuant to other outstanding
stock options to any one person will not be permitted to exceed 5% of the shares
of common stock then outstanding. Each stock option, unless sooner terminated
pursuant to the provisions of the Plan, will expire on a date to be determined
by the Board of Directors at the time the stock option is granted, which date
will not be later than ten (10) years from the date the stock option is granted.
The Plan does not provide for the Company to provide any financial assistance to
optionees to enable them to exercise stock options granted thereunder. The Board
of Directors may amend or terminate the Plan provided that amendments which
materially increase benefits under the Plan, materially increase the number of
shares of common stock which may be issued thereunder or materially modify the
eligibility requirements therefor will require shareholder approval and any
material amendment will require approval of the Toronto Stock Exchange.

                  Information regarding the outstanding stock options held by
directors and executive officers of the Company as of June 24, 2003, is set
forth below.


                                       34
<PAGE>

                            STOCK OPTIONS OUTSTANDING

-----------------------------------------------------------------------------
NAME                              NUMBER OF         CDN$
                                  SHARES OF       EXERCISE     EXPIRATION
                                COMMON STOCK        PRICE        DATE
-----------------------------------------------------------------------------
Jean-Guy Rivard                     150,000         3.93        12-03-2003
Jean-Guy Rivard                     100,000         1.75        06-22-2005
Jean-Guy Rivard                     100,000         1.65        05-30-2006
Jean-Guy Rivard                     100,000         1.78        01-08-2007
Jean-Guy Rivard                     100,000         3.10        03-18-2007
Jean-Guy Rivard                     200,000         4.72        12-01-2007
Louis Dionne                        100,000         4.60        05-01-2007
Louis Dionne                        400,000         4.72        12-01-2007
Denis Arcand                         20,000         1.75        06-22-2005
Denis Arcand                         10,000         1.92        09-27-2005
Gilles Loiselle                      20,000         2.00        07-10-2006
Jean Depatie                         20,000         1.75        06-22-2005
Martin Rivard                        50,000         4.25        07-07-2007
Martin Rivard                        30,000         1.75        06-22-2005
Martin Rivard                       100,000         4.72        12-01-2007
Jean-Yves Laliberte                  50,000         3.53        07-28-2004
Jean-Yves Laliberte                  30,000         1.75        06-22-2005
Nicole Veilleux                      17,000         3.70        07-13-2003
Nicole Veilleux                      10,000         1.75        06-22-2005
Campbell Stuart                      20,000         5.50        12-19-2007
TOTAL                             1,627,000
-----------------------------------------------------------------------------

ITEM 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.

        A.   MAJOR SHAREHOLDERS

                  On December 31, 2002, the shareholders' list for the Company's
common stock showed 310 registered shareholders and 15,747,300 shares
outstanding. 153 (49.4%) of these shareholders were U.S. residents, owning
3,057,457 shares representing approximately 20.2% of the issued and outstanding
shares of common stock.

                  The Company is not directly or indirectly owned or controlled
by another corporation(s) or by any foreign government or by any other national
or legal person(s), severally or jointly.

                  Except for Jean-Guy Rivard, as disclosed in Item 6.D,
"DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES - Share Ownership" above, the
Company does not know of any person who owns, beneficially, directly or
indirectly, more than 5% of any class of the Company's voting securities, except
"Gestion Sodemex Inc.", 65 Sainte-Anne Street, 12th Floor, Quebec, Quebec, G1R
3X5 Canada, which holds 2,184,734 common shares, representing 13.7% of the
outstanding shares of the Company's common stock and Sprott Asset Management
Inc., Toronto, Ontario which holds 2,887,187 common shares representing 18.1% of
the outstanding shares of the Company's common stock. There has been no
significant change in the percentage ownership of company common stock held by
Gestion Sodemex Inc. and Jean-Guy Rivard during the past three years. Sprott
Asset Management Inc. has held more than 5% of the Company's voting securities
for the past two years only. The Company has no knowledge of any arrangements
that may, at a subsequent date, result in a change of control of the Company. No
shareholders of the Company have different voting rights than any other
shareholder.

                                       35
<PAGE>

        B. RELATED PARTY TRANSACTIONS

                  There have been no material or unusual transactions since
December 31, 1999, or proposed transactions, which have materially affected or
will materially affect the Company in which any director, executive officer, or
beneficial holder of more than 5% of the outstanding common stock of the
Company, or any of their respective relatives, spouses, associates or affiliates
has had or will have any direct or material indirect interest.

ITEM 8.  FINANCIAL INFORMATION

        A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

                  The following financial statements of the Company are attached
to this Annual Report:

                   Auditors' Report dated January 24, 2003

                   Consolidated Balance Sheets at December 31, 2002 and December
31, 2001

                   Consolidated Statements of Earnings and Retained Earnings for
the Years ended December 31, 2002, December 31, 2001 and December 31, 2000

                   Consolidated Statements of Cash Flow for the Years ended
December 31, 2002, December 31, 2001 and December 31, 2000

                   Notes to Consolidated Financial Statements

                   Reference is made to Items 10 A. 2. and 17 for further
details relating to the financial statements of the Company included in this
Annual Report.

                   The Company has never paid any dividends and does not
currently intend to pay any dividends in the near future.

                   The Company knows of no active, pending or overtly threatened
legal proceeding or arbitration to which the Company is a party or to which any
of its properties is subject which may have, or has had in the recent past, a
material adverse effect on the Company's financial position or profitability.

B. SIGNIFICANT CHANGES

                   No significant change has occurred since December 31, 2002 in
the Company's financial condition or results of operations.



                                       36
<PAGE>

ITEM 9.  THE OFFER AND LISTING

                  The Company's common stock is traded on the Toronto Stock
Exchange and the American Stock Exchange, and until June 11, 1999 it was traded
on the Montreal Exchange.

TORONTO STOCK EXCHANGE

                  Set forth below are the high and low sales prices on the
Toronto Stock Exchange for actual trades of shares of the Company's common stock
for the periods indicated.

                                  LAST SIX MONTHS
                              TORONTO STOCK EXCHANGE
                           COMMON STOCK TRADING ACTIVITY

              ------------------------- -----------------------
                   - Price -
               Canadian Dollars
                           Month Ended     High        Low
              ------------------------- ----------- -----------
                     November 30, 2002    $5.95       $4.54
                     December 31, 2002    $6.00       $4.65
                      January 31, 2003    $6.40       $5.60
                     February 28, 2003    $6.36       $5.21
                        March 31, 2003    $5.49       $4.35
                        April 30, 2003    $5.00       $4.11
                          May 31, 2003    $4.81       $4.26
              ------------------------- ----------- -----------


                               LAST TWO FULL YEARS
                             TORONTO STOCK EXCHANGE
                          COMMON STOCK TRADING ACTIVITY

                -----------------------------------------
                                          - Sales -
                                      Canadian Dollars
                -----------------------------------------

                     Quarter Ended        High     Low
                -----------------------------------------
                    March 31, 2001       $2.00    $1.20
                     June 30, 2001       $2.24    $1.44
                September 30, 2001       $2.00    $1.26
                 December 31, 2001       $1.87    $1.27
                    March 31, 2002       $4.60    $1.75
                     June 30, 2002       $6.74    $3.75
                September 30, 2002       $6.25    $3.20
                 December 31, 2002       $6.00    $4.50
                -----------------------------------------

                                       37
<PAGE>



                              LAST FIVE FULL YEARS
                             TORONTO STOCK EXCHANGE
                          COMMON STOCK TRADING ACTIVITY

                  ---------------------------------------------
                                             - Sales -
                                          Canadian Dollars
                  ---------------------------------------------

                           Year Ended         High         Low
                  ---------------------------------------------
                    December 31, 1998        $4.50       $2.75
                    December 31, 1999        $4.13       $2.00
                    December 31, 2000        $2.75       $1.20
                    December 31, 2001        $2.24       $1.20
                    December 31, 2002        $6.74       $1.75
                  ---------------------------------------------

                  On June 24, 2003, the closing price for the Company's common
stock on the Toronto Stock Exchange was $3.95.

MONTREAL EXCHANGE

                   Set forth below are the high and low sales prices on the
Montreal Exchange for actual trades of shares of the Company's common stock for
the periods indicated. In 1999, management of the Company determined that it was
in the Company's best interest that its shares be traded on only one Canadian
Stock exchange. Therefore, the Company voluntarily delisted its Common Stock
from the Montreal Exchange effective June 11, 1999.


                                    LAST TWO FULL YEARS
                                  MONTREAL STOCK EXCHANGE
                               COMMON STOCK TRADING ACTIVITY

                           -------------------------------------------
                                                    - Sales -
                                                 Canadian Dollars
                           -------------------------------------------
                                  Year Ended         High     Low
                           -------------------------------------------
                           December 31, 1998        $4.70    $2.70
                           December 31, 1999        $4.00    $2.85
                           -------------------------------------------

AMERICAN STOCK EXCHANGE

                  Effective on March 6, 1997, the Company's common stock was
listed for trading on the American Stock Exchange under the symbol RIC. Set
forth below are the high and low sales prices on the American Stock Exchange for
actual trades of shares of the Company's Common Stock for the periods indicated.

                                       38
<PAGE>
                                 LAST SIX MONTHS
                             AMERICAN STOCK EXCHANGE
                          COMMON STOCK TRADING ACTIVITY

                            --------------------------------------------
                                                      - Sales -
                                                      US Dollars
                            --------------------------------------------

                                   Month Ended         High     Low
                            --------------------------------------------
                             November 30, 2002        $3.90    $2.91
                             December 31, 2002        $3.92    $3.00
                              January 31, 2003        $4.33    $3.60
                             February 28, 2003        $4.21    $3.42
                                March 31, 2003        $3.73    $2.95
                                April 30, 2003        $3.40    $2.96
                                  May 31, 2003        $3.58    $3.06
                            --------------------------------------------


                               LAST TWO FULL YEARS
                             AMERICAN STOCK EXCHANGE
                          COMMON STOCK TRADING ACTIVITY

                         --------------------------------------------
                                                   - Sales -
                                                   US Dollars
                         --------------------------------------------
                              Quarter Ended         High     Low
                         --------------------------------------------
                             March 31, 2001        $1.20       $0.81
                              June 30, 2001        $1.47       $0.91
                         September 30, 2001        $1.35       $0.85
                          December 31, 2001        $1.20       $0.80
                             March 31, 2002        $2.80       $1.05
                              June 30, 2002        $4.40       $2.49
                         September 30, 2002        $4.05       $2.01
                          December 31, 2002        $3.92       $2.85
                         --------------------------------------------



                              LAST FIVE FULL YEARS
                             AMERICAN STOCK EXCHANGE
                          COMMON STOCK TRADING ACTIVITY

                     --------------------------------------------
                                               - Sales -
                                               US Dollars
                     --------------------------------------------
                             Year Ended         High     Low
                     --------------------------------------------
                      December 31, 1998        $3.25       $2.06
                      December 31, 1999        $3.00       $1.00
                      December 31, 2000        $2.00       $0.75
                      December 31, 2001        $1.47       $0.80
                      December 31, 2002        $4.40       $1.05
                     --------------------------------------------

                  On June 24, 2003, the closing price for the Company's common
stock on the American Stock Exchange was US$2.92.



                                       39
<PAGE>


ITEM 10. ADDITIONAL INFORMATION

                  Subject to confidentiality concerns, all documents concerning
the Company that are referred to in the Annual Report may be inspected by
shareholders upon reasonable advance notice, at the Company's headquarters at
110, Avenue Principale, Rouyn-Noranda, Quebec J9X 4P2. A summary in English of
any such document not in English will be provided.

A.       ARTICLES OF INCORPORATION AND BYLAWS

GENERAL

                  The Company was incorporated pursuant to Part 1A of the
Companies Act (Quebec) on February 12, 1981 (File number 1843-2286) under the
name Resources Minieres Rouyn Inc. By Articles of Amendment filed February 10,
1987 and June 20, 1991 filed with the Government of Quebec, the Company changed
its name twice. The Articles of Incorporation of the Company are registered by
the Government of Quebec in register S02473, folio 10.

                  The Company has no specific objects or purposes set forth in
its Articles of Incorporation or Bylaws.

DIRECTORS

                  A director who is a party to a contract or proposed contract
with the Company or who is a director or officer of a company which is a party
to a contract or proposed contract with the Company must disclose such interest
in writing to the Company and ask that the nature and extent of his interest be
recorded in the minutes of the Board of Director's meetings.

                  Such director may not attend nor participate in discussions
relating to such contract or proposed contract, unless authorized by the Board,
nor vote on any resolution regarding approval of the contract or proposed
contract.

                  However, notwithstanding the foregoing, directors have the
right to vote on determining the compensation of directors; provided that no
director who is a paid employee or officer of the Company may receive fees from
the Company.

                  The directors of the Company may:

                  (a)      borrow funds on the Company's credit for the amounts
                           and on the conditions are deemed suitable;

                  (b)      hypothecate or pledge all or part of the real
                           property of the Company, or pawn or otherwise
                           encumber all or part of the moveable property of the
                           Company, or give various guarantees to ensure payment
                           of loans other than through the issue of bonds, as
                           well as the payment or execution of other debts,
                           contracts or commitments of the Company;



                                       40
<PAGE>

                  (c)      issue bills, bonds (debentures) and debenture-stock
                           or other securities of the Company for such amounts
                           and on such conditions they deem appropriate, and
                           give as security or sell them for the amounts and
                           prices deemed suitable;

                  (d)      hypothecate, pledge, pawn, assign and convey the
                           movable or immovable property, present or future, of
                           the Company, to secure payment of such bonds or other
                           securities, or give only part of such guarantees for
                           the same purposes; and constitute the aforementioned
                           hypothecation, pledge, pawn, assignment and
                           conveyance by way of a trust deed, or in any other
                           manner; and

                  (e)      delegate to one or more members of management or to
                           one or more directors of the Company who may be
                           designated by the Directors, all or part of the
                           powers conferred by the aforementioned clause to the
                           extent and in the manner that the Board of Directors
                           determines in such delegation of the said powers.

                   There is no age limitation, or minimum share ownership
requirement, for the Company's directors. Directors are elected for one year
terms.

CAPITAL STOCK

                  There is only one authorized class of capital stock of the
Company: common stock. All issued and outstanding common shares are fully paid
and non-assessable. Each holder of record of common shares is entitled to one
vote for each common share so held on all matters requiring a vote of
shareholders, including the election of directors. The holders of common shares
will be entitled to dividends on a pro-rata basis, if and when as declared by
the board of directors. There are no preferences, conversion rights, preemptive
rights, subscription rights, or restrictions or transfers attached to the common
shares. In the event of liquidation, dissolution, or winding up of the Company,
the holders of common shares are entitled to participate in the assets of the
Company available for distribution after satisfaction of the claims of
creditors. There are no redemption or sinking fund provisions applicable to the
common shares or any liability to further capital calls by the Company.

                  Under Quebec law (i) the Articles of Incorporation of the
Company may be amended by the affirmative vote of the holders of two thirds
(2/3) of the vote cast by the shareholders at a special meeting and (ii) the
Bylaws of the Company may be amended by the Company's directors and ratified by
the majority of the vote cast by the shareholders at the meeting.

                  The annual meeting of shareholders must be held each year
within six (6) months of the end of the fiscal year. For any general meeting, a
notice specifying the date, time and place of the meeting and the items to be
discussed at the meeting must be sent to each shareholder entitled to vote at
that meeting at least twenty-one (21) days before the date of such a meeting at
the address indicated in the books of the Company or, if no address is
indicated, the last address known by the registrar.


                                       41
<PAGE>


                  Quorum at any shareholders' meeting is two (2) shareholders
attending in person and holding or representing by proxies at least ten per cent
(10%) of the voting shares issued by the Company and carrying the right to vote
at the meeting. Two shareholders attending in person and entitled to vote will
constitute the quorum at any meeting of shareholders for the choice of the
Chairman and adjournment of the meeting.

                  No business may be transacted unless the required quorum has
been achieved.

                  There is no limitation imposed by the laws of Canada or by the
charter or other constituent documents of the Company on the right of a
non-resident to hold or vote the common shares, other than as provided in the
Investment Canada Act, (the "Investment Act") discussed below under "ITEM 10.
ADDITIONAL INFORMATION, C. Exchange Controls."

           B. MATERIAL CONTRACTS

                  CONTRACTS RELATED TO THE PURCHASE OF THE HAMMERDOWN MINE

                  As described above in "Item 4.B.4 " INFORMATION ON THE COMPANY
- Description of Property - Hammerdown Mine, Newfoundland, Canada", in March
2000, the Company purchased the Hammerdown Mine property.

                  THE ESCROW AGREEMENT

                  The Hammerdown Mine was purchased from Abiting, Inc.
("Abiting") pursuant to an Escrow Agreement (the "Escrow Agreement") entered
into by the Company, Abiting and Colby, Monet, Demers, Delage & Crevier, as
escrow agent, in or about March 2000.

                  Pursuant to the Escrow Agreement, Abiting agreed to exercise
its option under the Option Agreement dated November 3, 1999 (the "Option
Agreement") between Major General Resources Ltd. ("Major General") and Abiting,
to purchase the Hammerdown Mine property, and the Company agreed to pay the
CDN$3,300,000 exercise price of the option. Richmont agreed to pay a further
US$500,000 and CDN$500,000 to acquire certain related third party royalty
interests in the property from Abiting. In addition, the Company agreed to
assume all of Abiting's obligations under the Option Agreement, including
royalty obligations, pay an additional US$200,000 to Abiting, pay all general
expenses of Abiting in connection with the contemplated transaction, and forgive
certain amounts advanced by the Company to Abiting. The total cost to the
Company for the acquisition was approximately CDN$6 million.

                  In consideration of such payments by the Company, Abiting
agreed to transfer all of its interest in the Hammerdown Mine property to the
Company by executing royalty assignments and a Transfer of Mining Lease.


                                       42
<PAGE>

                  THE ROYALTY AGREEMENT

                  As described above, Abiting acquired the property and rights
with respect to the Hammerdown Mine from Major General pursuant to the exercise
of its option under the Option Agreement. The Option Agreement contained certain
royalty payment obligations assumed by Richmont in connection with its purchase
of Hammerdown Mine. The Company entered into a Royalty Agreement dated May 31,
2000 (the "Royalty Agreement") with Major General setting forth the Company's
agreement to pay such royalties.

                  Pursuant to the Royalty Agreement, the Company acknowledged
that its interest in the Hammerdown property was subject to (i) a quarterly
royalty based on the number of ounces of gold produced from the Hammerdown Mine
in excess of 200,000 if the price of gold during the calendar quarter averaged
at least US$290 per ounce, such royalty ranging from CDN$20 per ounce (if the
average quarterly price of gold per ounce did not exceed US$350) to CDN$29 per
ounce (if the price of gold per ounce exceeded US$600), and (ii) a royalty (the
"$600,000 Royalty") to a maximum of CDN$600,000 at the rate of CDN$10 per ounce
of gold milled, commencing with the 70,001st ounce and continuing until the
130,000th ounce has been milled, payable monthly. The Royalty Agreement further
provides that payment of the $600,000 Royalty would be secured by a charge on
the real property, mining lease and gold reserves with respect to the Hammerdown
Mine.

                  THE BEAUFOR MINE PURCHASE AGREEMENT

                  Pursuant to a letter agreement effective April 6, 2001 (the
"Beaufor Mine Purchase Agreement") between the Company and Aurizon Mines Ltd.
("Aurizon"), the Company agreed to purchase all of Aurizon's 50% interest in the
Beaufor Mine and Aurizon's 100% interest in the Perron property, in
consideration for the payment by the Company to Aurizon of CDN$1,650,000 in
cash, and a royalty obligation based on the number of ounces of gold
subsequently produced from the Beaufor Mine and the prevailing price of gold.
The Company agreed to pay a royalty per two ounces of gold produced from the
Beaufor Mine of CDN$5.00 if the price of gold per ounce is at least USD$280 but
below US$300, and CDN$12.50 if the price of gold per ounce is more than USD$300,
for the first 220,000 ounces of gold production from the Beaufor Mine. The
Company further agreed to pay a royalty per two ounces of gold produced on all
gold production from the Beaufor Mine after the first 220,000 ounces total
production and per ounce of gold produced on all gold production from the Perron
property of CDN$17.00 if the price of gold per ounce is at least USD$300 but
below USD$325, CDN$18.50 if the price of gold per ounce is at least USD$325 but
below USD$350, CDN$20.00 if the price of gold per ounce is at least USD$350 but
below USD$375, CDN$22.50 if the price of gold per ounce is at least USD$375 but
below USD$400, CDN$24.00 if the price of gold per ounce is at least USD$400 but
below USD$500, and CDN$30.00 if the price of gold per ounce is more than
USD$500. Royalty payments are due quarterly. It was further agreed that from and
after the closing of the purchase, Richmont would replace Aurizon as the
operator of the Beaufor Mine.

            C. EXCHANGE CONTROLS

                  There are no governmental laws, decrees or regulations in
Canada relating to restrictions on the export or import of capital, or affecting
the remittance of interest, dividends or other payments to non-residents holders
of the Company's common shares. Any remittance of dividends to United States
residents are, however, subject to a 15% withholding tax (5% if the shareholder
is a corporation owning at least 10% of the common shares of the Company)
pursuant to Article X of the reciprocal income treaty between Canada and the
United States.


                                       43
<PAGE>

                  Except as provided in the Investment Canada Act, there are no
limitations under the laws of Canada, the Province of Quebec or in the Articles
of Incorporation of the Company on the right of foreigners to hold or vote the
common shares of the Company.

                  The Investment Canada Act (the "ICA"), which became effective
on June 30, 1985, regulates the acquisition by non-Canadians of control of a
Canadian business enterprise. In effect, the ICA required review by Investment
Canada, the agency which administers the ICA, and approval by the Canadian
government in the case of an acquisition of control of a Canadian business by a
non-Canadian where: (i) in the case of a direct acquisition (for example,
through a share purchase or asset purchase), the assets of the Canadian business
are $5 million or more in value; or (ii) in the case of an indirect acquisition
(for example, the acquisition of the foreign parent of the Canadian business)
where the Canadian business has assets of $50 million or more in value or if the
Canadian business represents more than 50% of the assets of the original group
and the Canadian business has assets of $5 million or more in value. Review and
approval are also required to the acquisition or establishment of a new business
in areas concerning "Canada's cultural heritage or national identity" such as
book publishing, film production and distribution, television and radio,
production and distribution of music, and the oil and natural gas industry,
regardless of the size of the investment.

                  In the context of the Company, in essence, three methods of
acquiring control of a Canadian business are regulated by the ICA: (i) the
acquisition of all or substantially all of the assets used in carrying on the
Canadian business; (ii) the acquisition, directly or indirectly, of voting
shares of a Canadian corporation carrying on the Canadian business; (iii) the
acquisition of voting shares of an entity which controls, directly or
indirectly, another entity carrying on a Canadian business. An acquisition of a
majority of the voting interests of an entity, including a corporation, is
deemed to be an acquisition of control under the ICA. An acquisition of less
than one-third of the voting shares of a corporation is deemed not to be an
acquisition of control. An acquisition of less than a majority, but one-third or
more, of the voting shares of a corporation is presumed to be an acquisition of
control unless it can be established that on the acquisition, the corporation is
not, in fact, controlled by the acquirer through the ownership of voting shares.
For partnerships, trusts, joint ventures or other unincorporated entities, an
acquisition of less than a majority of the voting interests is deemed not to be
an acquisition of control.

                  In 1988, the ICA was amended pursuant to the North American
Free Trade Agreement dated January 2, 1988 between Canada and the United States
to relax the restrictions of the ICA. As a result of these amendments, except
where the Canadian business is in the cultural, oil and gas, uranium, financial
services or transportation sectors, the threshold for direct acquisition of
control by U.S. investors and other foreign investors acquiring control of a
Canadian business from U.S. investors has been raised from $5 million to $150
million of gross assets, and indirect acquisitions are not reviewable.


                                       44
<PAGE>


                  In addition to the foregoing, the ICA requires that all other
acquisitions of control of Canadian businesses by non-Canadians are subject to
formal notification to the Canadian government. These provisions require a
foreign investor to give notice in the required form, which notices are for
information, as opposed to review, purposes.

        D. TAXATION

                  The following summary of the material Canadian federal income
tax considerations generally applicable in respect of the common stock reflects
the Company's opinion. The tax consequences to any particular holder of common
stock will vary according to the status of that holder as an individual, trust,
corporation or member of a partnership, the jurisdiction in which that holder is
subject to taxation, the place where that holder is resident and, generally,
according to that holder's particular circumstances. This summary is applicable
only to holders who are resident in the United States, have never been resident
in Canada, deal at arm's length with the Company, hold their common stock as
capital property and who will not use or hold the common stock in carrying on
business in Canada. Special rules, which are not discussed in this summary, may
apply to a United States holder that is an issuer that carries on business in
Canada and elsewhere.

                  This summary is not exhaustive of all possible income tax
consequences. It is not intended as legal or tax advice to any particular holder
of common stock and should not be so construed. Each holder should consult his
own tax advisor with respect to the income tax consequences applicable to him in
his own particular circumstances.

         DISPOSITION OF COMMON STOCK

                  If a non-resident were to dispose of common stock of the
Company to another Canadian corporation which deals or is deemed to deal on a
non-arm's length basis with the non-resident and which, immediately after the
disposition, is connected with the Company (i.e., the non-resident and any
person with whom the non-resident does not deal at arm's length holds directly
or indirectly shares representing more than 10% of the voting power and more
than 10% of the market value of all issued and outstanding shares of the
Company), the amount by which the fair market value of any consideration (other
than any shares of the purchaser corporation) exceeds the paid-up capital of the
common stock sold will be deemed to be taxable as a dividend paid by the
purchasing corporation, either immediately or eventually by means of a deduction
in computing the paid-up capital of the purchasing corporation, and subject to
withholding taxes as described below.

                  Under the Income Tax Act (Canada), a gain from the sale of
common stock of the Company by a non-resident will not be subject to Canadian
tax since the common stock of the Company is listed on a prescribed stock
exchange, provided the shareholder (and persons who do not deal at arm's length
with the shareholder) have not held a "substantial interest" in the Company (25%
or more of the shares of any class of the Company's stock) at any time in the
five years preceding the disposition. Generally, the Canada-United States Income
Tax Convention (1980) (the "Treaty") will exempt from Canadian taxation any
capital gain realized by a resident of the United States, provided that the
value of the common stock is not derived principally from real property situated
in Canada.


                                       45
<PAGE>


         DIVIDEND

                  In the case of any dividends paid to non-residents, the
Canadian tax is withheld by the Company, which remits only the net amount to the
shareholder. By virtue of Article X of the Treaty, the rate of tax on dividends
paid to residents of the United States is generally limited to 15% of the gross
dividend (or 5%, in the case of certain corporate shareholders owning at least
10% of the Company's voting shares). In the absence of treaty provisions, the
rate of Canadian withholding tax imposed on non-residents is 25% of the gross
dividend. Stock dividends received by non-residents from the Company are taxable
by Canada as ordinary dividends.

                  If a non-resident holder disposes of common stock to the
Company (unless the Company acquired the common stock in the open market in the
manner in which shares would normally be purchased by any member of the public),
this will result in a deemed dividend to the non-resident holder equal to the
amount by which the consideration paid by the Company exceeds the paid-up
capital of such stock. The amount of such dividend will be subject to
withholding tax as described above.

         CAPITAL GAINS

                  A non-resident of Canada is not subject to tax under the
Income Tax Act (Canada) in respect of a capital gain realized upon the
disposition of a share of a capital gain realized upon the disposition of a
share of a class that is listed on a prescribed stock exchange unless the share
represents "taxable Canadian property" to other holder thereof. A common share
of the Company will be taxable Canadian property to a non-resident holder if, at
any time during the period of five years immediately preceding the disposition,
the non-resident holder, persons with whom the non-resident holder did not deal
at arm's length, or the non-resident holder and persons with he/she did not deal
at arm's length owned 25% or more of the issued shares of any class or series of
the Company. In the case of a non-resident holder to whom shares of the Company
represent taxable Canadian property and who is resident in the United States,
American tax will be payable on a capital gain realized on such shares by reason
of the Treaty unless the value of such shares is derived principally from real
property situated in Canada or the non-resident holder previously held the
shares while resident in Canada. However, in such a case, certain transitional
relief under the Treaty may be available.

         CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

                  The following is a discussion of certain possible United
States Federal income tax consequences generally applicable to a U.S. Holder (as
defined below) of common shares of the Company who holds such common shares as a
capital asset. This discussion does not address all potentially relevant United
States Federal income tax matters and it does not address consequences peculiar
to persons subject to special provisions of United States Federal income tax
law, such as those described below as excluded from the definition of a U.S.
Holder. In addition, this discussion does not cover any state, local or foreign
tax consequences.


                                       46
<PAGE>


                  The following discussion is based upon the United States
Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations,
published United States Internal Revenue Service ("IRS") rulings, published
administrative positions of the IRS and court decisions, as well as on the
income tax treaty between the United States and Canada (the "Treaty"), all as
currently in effect, any or all of which could be materially and adversely
changed, possibly on a retroactive basis, at any time. In addition, the
discussion does not consider the potential effects, both adverse and beneficial,
of recently proposed legislation which, if enacted, could be applied, possibly
on a retroactive basis, at any time. The following discussion is for general
information only and is not intended to be, nor should it be construed to be,
legal or tax advice to any holder or prospective holder of common shares the
Company and no opinion or representation with respect to the United States
Federal income tax consequences to any such holder or prospective holder is
made. Accordingly, holders and prospective holders of common shares of the
Company should consult their own tax advisors about the United States Federal,
state, local and foreign tax consequences of purchasing, owning and disposing of
common shares of the Company.

         U.S. HOLDERS

                  As used herein, a "U.S. Holder" means a beneficial owner of
common shares of the Company who is a citizen or resident of the United States
for U.S. federal income tax purposes, a corporation, or other entity treated as
a corporation, created or organized in or under the laws of the United States or
of any political subdivision thereof, an estate the income of which is subject
to U.S. federal income tax without regard to its source, or a trust if a court
in the U.S. is able to exercise primary supervision over the administration of
the trust, and one or more U.S. persons have authority to control all
substantial decisions of the trust, and any other person or entity whose
ownership of common shares of the Company is effectively connected with the
conduct of a trade or business in the United States. A U.S. Holder does not
include persons subject to special provisions of Federal income tax law, such as
tax-exempt organizations, qualified retirement plans, financial institutions,
insurance companies, real estate investment trusts, regulated investment
companies, broker-dealers, non-resident alien individuals or foreign
corporations whose ownership of common shares of the Company is not effectively
connected with the conduct of a trade or business in the United States, or
shareholders who acquired their stock through the exercise of employee stock
options or otherwise as compensation.

         DISTRIBUTIONS ON COMMON SHARES OF THE COMPANY

                  GENERAL. U.S. Holders receiving dividend distributions
(including constructive dividends) with respect to common shares of the Company
are required to include in gross income for United States Federal income tax
purposes the gross amount of such distributions to the extent that the Company
has current or accumulated earnings and profits, without reduction for any
Canadian income tax withheld from such distributions. Such Canadian tax withheld
may be credited, subject to certain limitations, against the U.S. Holder's
United States Federal income tax liability or, alternatively, may be deducted in
computing the U.S. Holder's United States Federal taxable income by those who
itemize deductions. (See more detailed discussion in the section captioned
"Foreign Tax Credit" below). To the extent that distributions exceed current or
accumulated earnings and profits of the Company, they will be treated first as a
return of capital up to the U.S. Holder's adjusted basis in the common shares,
and then as capital gain. Preferential tax rates for long-term capital gains are
applicable to a U.S. Holder that is an individual, estate or trust. There are
currently no preferential tax rates for long-term capital gains for a U.S.
Holder that is a corporation.

                                       47
<PAGE>


                  The Jobs and Growth Tax Relief Reconciliation Act of 2003 (the
"Act") amended provisions of the Code regarding the taxation of dividends
effective as of January 1, 2003 for calendar year taxpayers. In general, under
the Act dividends paid by qualified corporations to non-corporate taxpayers will
be taxed at the same rate as capital gains, rather than at the higher ordinary
income tax rate. A foreign corporation such as the Company is a qualified
corporation to the extent that the dividends are paid with respect to stock that
is readily tradable on an established securities market in the United States.
Accordingly, dividends paid with respect to shares of the Company that are
registered to trade on the American Stock Exchange (or any other future
established U.S. securities market on which the Company's shares may be listed
in the future) should be eligible for the reduced tax rate. Eligibility for the
reduced tax rate is dependent on satisfying a holding period and certain other
limitations. The reduced tax rate also cannot be claimed with respect to
dividends that are included as investment income for purposes of the limitation
on the deduction of investment interest.

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

                  FOREIGN CURRENCY DIVIDENDS. Dividends paid in Canadian Dollars
will be included in income in a U.S. dollar amount calculated by reference to
the exchange rate in effect on the day the dividends are received by the U.S.
Holder, regardless of whether the Canadian Dollars are converted into U.S.
Dollars. If dividends received in Canadian Dollars are converted into U.S.
Dollars on the day they are received, the U.S. Holder generally will not be
required to recognize foreign currency gain or loss with respect to the dividend
income.

                  EFFECT OF CANADIAN WITHHOLDING TAXES. As discussed above in
Taxation, Dividend, under current law payments by the Company to foreign
investors are subject to a 25 % Canadian withholding tax. The rate of
withholding applicable to U.S. Holders that are eligible for benefits under the
Treaty generally is reduced to a maximum rate of 15 % (except for certain
corporate holders). For U.S. federal income tax purposes, U.S. Holders will be
treated as having received the amount of Canadian taxes withheld by the Company,
and as then having paid over the withheld taxes to the Canadian taxing
authorities. As a result of this rule, the amount of dividend income included in
gross income for U.S. federal income tax purposes by a U.S. Holder with respect
to the payment of dividends may be greater than the amount of cash actually
received (or receivable) by the U.S. Holder from the Company with respect to the
payment.



                                       48
<PAGE>

         FOREIGN TAX CREDIT

                  Subject to certain limitations, a U.S. Holder who pays (or has
withheld from distributions) Canadian income tax with respect to the ownership
of common shares of the Company may be entitled, at the option of the U.S.
Holder, to either a deduction or a tax credit for such foreign tax paid or
withheld. U.S. Holders that are eligible for benefits under the Treaty will not
be entitled to a foreign tax credit for the amount of Canadian taxes withheld in
excess of the 15 % maximum rate available under the Treaty, and with respect to
which the U.S. Holder can obtain a refund from the Canadian taxing authorities.
Generally, it will be more advantageous to claim a credit because a credit
reduces United States Federal income taxes on a dollar-for-dollar basis, while a
deduction merely reduces the taxpayer's income subject to tax. This election is
made on year-by-year basis and applies to all foreign income taxes (or taxes in
lieu of income tax) paid by (or withheld from) the U.S. Holder during the year.
There are significant and complex limitations which apply to the credit, among
which is the general limitation that the credit cannot exceed the proportionate
share of the U.S. Holder's United States income tax liability that the U.S.
Holder's foreign source income bears to his/her or its worldwide taxable income.
In the determination of the application of this limitation, the various items of
income and deduction must be classified into foreign and domestic sources. Under
the Act, beginning in 2003, taxpayers also must account for the rate
differential on dividend income (i.e., the difference between the highest
applicable tax rate and the highest dividend tax rate) in applying these
limitations. Complex rules govern this classification process. There are further
limitations on the foreign tax credit for certain types of income such as
"passive income", "high withholding tax interest", "financial services income",
"shipping income", and certain other classifications of income. The availability
of the foreign tax credit and the application of the limitations on the credit
are fact specific and holders and prospective holders of common shares of the
Company should consult their own tax advisors regarding their individual
circumstances.

         DISPOSITION OF COMMON SHARES OF THE COMPANY

                  A U.S. Holder will recognize gain or loss from the sale of
common shares of the Company equal to the difference, if any, between (i) the
amount of cash plus the fair market value of any property received, and (ii) the
shareholder's tax basis in the common shares of the Company. This gain or loss
will be capital gain or loss if the common shares are a capital asset in the
hands of the U.S. Holder, which will be a short-term or long-term capital gain
or loss depending upon the holding period of the U.S. Holder. Gains and losses
are netted and combined according to special rules in arriving at the overall
capital gain or loss for a particular tax year. Deductions for net capital
losses are subject to significant limitations. For U.S. Holders that are
individuals, net capital loss may be offset against up to $3,000 of ordinary
income each tax year, and any unused portion of such net capital loss may be
carried over to be used in later tax years until such net capital loss is
thereby exhausted. For U.S. Holders that are corporations (other than
corporations subject to Subchapter S of the Code), an unused net capital loss
may be carried back three years from the loss year and carried forward five
years from the loss year to be offset against capital gains until such net
capital loss is thereby exhausted.


                                       49
<PAGE>


         BACKUP WITHHOLDING AND INFORMATION REPORTING

                  Payments of dividends or other proceeds with respect to common
shares of the Company by a U.S. paying agent or other U.S. intermediary will be
reported to the IRS and to the U.S. Holder as may be required under applicable
regulations. Backup withholding at a rate of 28 per cent may apply to these
payments if the U.S. Holder fails to provide an accurate taxpayer identification
number or certification of foreign or other exempt status or fails to report all
interest and dividends required to be shown on its U.S. federal income tax
returns. Certain U.S. Holders (including, among others, corporations) are not
subject to backup withholding. U.S. Holders should consult their tax advisors as
to their qualification for exemption from backup withholding and the procedure
for obtaining exemption.



ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

         COMMODITY PRICE RISK DISCLOSURE

                  The results of the Company's operations are affected
significantly by the market price of gold. Gold prices are influenced by
numerous factors over which the Company has no control, including expectations
with respect to the rate of inflation, the relative strength of the United
States dollar and certain other currencies, interest rates, global or regional
political or economic crises, demand for gold for jewelry and industrial
products, and sales by holders and producers of gold in response to these
factors. During 2002, the price of gold ranged from US$278 to US$349 per ounce.

                  At current 2002 estimates of production of 100,000 ounces of
gold and at an estimated average gold price of US$340, including management's
estimates of the Company's operating expenses, a US$35 change in the market
price of gold would result in an increase or decrease of approximately
CDN$2,940,000 in annual net income and in annual cash flows.

                  The Company may use commodity forward sales commitments and
commodity put and call option contracts to manage its exposure to fluctuations
in the price of gold. The instruments held by the Company will not be leveraged
and will not be used for speculative purposes. Contract positions will be
designed to ensure that the Company will receive a defined minimum price for
certain quantities of its production. The Company would be exposed to certain
losses, generally the amount by which the spot price exceeds the contract price,
in the event of nonperformance by the counterparties to these agreements. The
market risk of these commodity instruments to the Company's cash flow would be
related to the possible failure of the counterparties to honor their contractual
obligations. Also, forward sales contracts between the Company and various
counterparties would involve the requirement that the Company deliver gold to
the counterparty at agreed-upon prices. If the counterparty were unable to
fulfill its purchase obligations, there would be no guarantee that the Company
would be able to receive the agreed-upon sales prices in the open market. If the
Company were unable to produce sufficient gold to meet the Company's hedging
contract obligations, the Company would be obligated to purchase such gold at
the then market price.


                                       50
<PAGE>


                  The Company may enter into forward sales commitments to hedge
a portion of its annual production of the gold that it produces. The policy also
provides for the use of combinations of put and call option contracts to
establish minimum floor prices. At December 31, 2002, Richmont had hedging
contracts guaranteeing a minimum price of US$320 and a maximum price of US$336
per ounce for 11,000 ounces of gold to be delivered during the first quarter of
2003. The fair value of the Company's off-balance sheet financial instruments,
held as at December 31, 2002, is based on the notional gain or loss accrued
using market prices on the reporting date. As at December 31, 2002, the value
was a loss of approximately $205,955 for gold commodity contracts.

         FOREIGN CURRENCY RISK DISCLOSURE

                  The Company's revenues are mainly denominated in US dollars,
while investments and operating costs, primarily accrue in Canadian dollars. The
Company's cash flow and results of operations will therefore be affected by
fluctuations in the US/CDN dollar exchange rate.

                  At current 2003 estimates of production of 100,000 ounces of
gold and at an estimated average gold price of US$340 excluding management's
estimates of the Company's operating expenses, a $0.10 change in the CDN dollar
exchange rate would result in an increase or decrease of CDN approximately
CDN$3,900,000 in net income and in cash flow.

                  To reduce the effects of fluctuations in US/CDN dollar
exchange rates, the Company may use financial instruments to hedge currency
exposures in the ordinary course of business. It is current Company policy to
seek to harmonize the amount and duration of its gold and US/CDN hedging
policies.

                  At December 31, 2002 the Company had forward exchange
contracts maturing in the year 2003 of US$3,500,000 at an average rate of
1.5686.

                  The Company does not require or place collateral for its
foreign currency and gold hedging derivatives. However, the Company seeks to
minimize its credit risk by dealing with only major international banks and
financial institutions.

         INTEREST RATE RISK DISCLOSURE

                  At December 31, 2002, the Company had no outstanding long-term
debt. Therefore, the Company does not believe it is exposed to significant
interest rate risk.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

                  Not applicable.




                                       51
<PAGE>

                                     PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

                  Not Applicable

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
         PROCEEDS

                  Not Applicable

ITEM 15. CONTROLS AND PROCEDURES

                  During the 90-day period prior to the filing date of this
Annual Report on Form 20-F, the Company's management, including its Chief
Executive Officer and Chief Financial Officer, conducted an evaluation of the
effectiveness of the Company's disclosure controls and procedures (as defined in
Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as
amended). Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the disclosure controls and procedures were
effective to ensure that all material information required to be filed in this
Annual Report on Form 20-F was made known to them in a timely fashion. There
have been no significant changes in internal controls, or in factors that could
significantly affect internal controls, subsequent to the date the Chief
Executive Officer and Chief Financial Officer completed their evaluation, nor
were there any significant deficiencies or material weaknesses in the Company's
internal controls requiring corrective actions.
ITEM 16A.         AUDIT COMMITTEE FINANCIAL EXPERT

                  Not yet applicable
ITEM 16B.         CODE OF ETHICS

                  Not yet applicable
ITEM 16C.         PRINCIPAL ACCOUNTANT FEES AND SERVICES

                  Not yet applicable
ITEM 16D.         EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

                  Not yet applicable.


                                       52
<PAGE>

                                    PART III

ITEM 17. FINANCIAL STATEMENTS

                  The audited financial statements referred to below are
included herein and found immediately following the text of this Annual Report.
The report of the Company's auditors on such financial statements is included
herein immediately preceding such audited financial statements.

                  AUDITED FINANCIAL STATEMENTS

                  Auditors' Report dated January 24, 2003

                  Consolidated Balance Sheets at December 31, 2002 and
                  December 31, 2001

                  Consolidated Statements of Earnings and Retained Earnings for
                  the Years ended December 31, 2002, December 31, 2001 and
                  December 31, 2000

                  Consolidated Statements of Cash Flow for the Years ended
                  December 31, 2002, December 31, 2001 and December 31, 2000

                  Notes to Consolidated Financial Statements

                  The Company's financial statements are stated in Canadian
Dollars (CDN$) and are prepared in accordance with Canadian Generally Accepted
Accounting Principles (Canadian GAAP), the application of which, in the case of
the Company, conforms in all material respects for the periods presented with US
GAAP, except as disclosed in footnotes to the financial statements.

ITEM 18. FINANCIAL STATEMENTS

                  The Company has elected to provide financial statements
pursuant to Item 17 of Form 20-F.

ITEM 19. EXHIBITS

EXHIBIT   EXHIBIT
NO.                                                                  PAGE

1.1       Articles of Incorporation of the Company,
          including all amendments thereto(1)
1.2       Bylaws of the Company, including all amendments
          thereto(1)
4.2       Escrow Agreement (undated) among the Company,
          Abiting, Inc., and Colby, Monet, Demers, Delage &
          Crevier, as escrow agent(2)

                                  53
<PAGE>

4.3       Royalty Agreement dated May 31, 2000 between the
          Company and Major General Resources Ltd.(2)

4.4       Letter Agreement effective April 6, 2001 between the Company and
          Aurizon Mines Ltd. (2)

8.1       List of Subsidiaries

99.1      Certification of periodic financial report pursuant to Section
          906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350

--------------------

(1)  Incorporated by reference to Exhibit No. 1 to the Company's Registration
     Statement on Form 20-F dated September 25, 1996 filed with the Securities
     and Exchange Commission.

(2)  Incorporated by reference to the identically numbered exhibit to the
     Company's Annual Report on Form 20-F for the year ended December 31, 2000
     filed with the Securities and Exchange Commission.


                                       54
<PAGE>


                      Consolidated Financial Statements of

                      RICHMONT MINES INC.

                      Years ended December 31, 2002, 2001 and 2000





<PAGE>

                      AUDITORS'REPORT TO THE SHAREHOLDERS

We have audited the consolidated balance sheets of Richmont Mines Inc. as at
December 31, 2002 and 2001 and the consolidated statements of earnings, retained
earnings and cash flows for the years then ended. These 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 auditing standards generally accepted
in the United States in America. 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 then
ended in accordance with Canadian generally accepted accounting principles.


SIGNED KPMG LLP

Chartered Accountants

Montreal, Canada
January 24,2003

<PAGE>


RICHMONT MINES INC.
CONSOLIDATED FINANCIAL STATEMENTS


YEARS ENDED DECEMBER  31, 2002, 2001 AND 2000


CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Statements of Earnings .................................1
Consolidated Statements of Retained Earnings (Deficit) ..............2
Consolidated Balance Sheets .........................................3
Consolidated Statements of Cash Flow ................................4
Notes to Consolidated Financial Statements...........................5



<PAGE>

--------------------------------------------------------------------------------

RICHMONT MINES INC.
CONSOLIDATED STATEMENTS OF EARNINGS
YEARS ENDED DECEMBER 31,
(IN CANADIAN DOLLARS)
<TABLE>
<CAPTION>
                                                                     2002              2001             2000
                                                                       $                 $                $
----------------------------------------------------------------------------------------------------------------
<S>                                                           <C>               <C>              <C>
REVENUES
    Precious metals                                           49,815,082        34,013,168       33,397,295
    Other revenues (NOTE 3)                                    2,180,100         1,030,348        1,395,613
                                                         -------------------------------------------------------
                                                              51,995,182        35,043,516       34,792,908
                                                         -------------------------------------------------------
EXPENSES
    Operating costs                                           25,403,493        20,570,443       22,451,257
    Royalties                                                    675,177           206,591          454,798
    Administration                                             2,229,343         1,660,124        1,197,375
    Exploration and evaluation of projects (NOTE 4)            3,727,600           460,300          190,231
    Evaluation and maintenance charges - Beaufor Mine                  -         1,283,528          744,097
    Provision for site restoration costs (NOTE 5)                100,000         1,050,000          750,000
    Depreciation and depletion                                 6,618,410         4,872,917        5,670,309
    Write-down of mining assets (NOTE 6)                               -         4,162,918        5,964,208
    Write-down of short-term investments                         219,372                 -                -
                                                         -------------------------------------------------------
                                                              38,973,395        34,266,821       37,422,275
                                                         -------------------------------------------------------

EARNINGS (LOSS) BEFORE OTHER ITEMS                            13,021,787           776,695       (2,629,367)

MINING AND INCOME TAXES (NOTE 7)                               3,935,969           258,605        1,449,209
                                                         -------------------------------------------------------
                                                               9,085,818           518,090       (4,078,576)
MINORITY INTEREST                                                      -                 -          687,650
                                                         -------------------------------------------------------
NET EARNINGS (LOSS)                                            9,085,818           518,090       (3,390,926)
                                                         =======================================================
NET EARNINGS (LOSS) PER SHARE (NOTE 8)
    BASIC                                                           0.59              0.03            (0.22)
    DILUTED                                                         0.57              0.03            (0.22)
                                                         =======================================================
WEIGHTED AVERAGE NUMBER OF
    COMMON SHARES OUTSTANDING                                 15,339,497        15,051,644       15,156,374
                                                         =======================================================
</TABLE>

See accompanying notes to consolidated financial statements.

                                       1
<PAGE>

RICHMONT MINES INC.
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS (DEFICIT)
YEARS ENDED DECEMBER 31,
(IN CANADIAN DOLLARS)

--------------------------------------------------------------------------------
                                     2002             2001             2000
                                        $                $                $
--------------------------------------------------------------------------------

BALANCE, BEGINNING OF YEAR        390,712         (129,752)       3,335,872

    Net earnings (loss)         9,085,818          518,090       (3,390,926)
    Redemption of shares
    (NOTE 12)                           -            2,374          (74,698)
                            ----------------------------------------------------
BALANCE, END OF YEAR            9,476,530          390,712         (129,752)
                            ====================================================

See accompanying notes to consolidated financial statements.



                                       2
<PAGE>


RICHMONT MINES INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,
(IN CANADIAN DOLLARS)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------

                                                                         2002             2001
                                                                            $                $
--------------------------------------------------------------------------------------------------
ASSETS

CURRENT ASSETS
<S>                                                                <C>              <C>
    Cash and cash equivalents                                      19,473,235       15,605,777
    Short-term investments (MARKET VALUE  $11,597,944)             11,505,685                -
    Accounts receivable (NOTE 9)                                    1,956,412        1,248,004
    Inventories (NOTE 10)                                           2,936,467        1,270,814
                                                             -------------------------------------
                                                                   35,871,799       18,124,595

PROPERTY, PLANT AND EQUIPMENT (NOTE 11)                             9,404,345       13,927,667
                                                             -------------------------------------
                                                                   45,276,144       32,052,262
                                                             =====================================
LIABILITIES
CURRENT LIABILITIES
    Accounts payable and accrued charges                            3,345,916        2,894,849
    Mining and income taxes payable                                 2,750,806          943,121
                                                            --------------------------------------
                                                                    6,096,722        3,837,970
PROVISION FOR SITE
    RESTORATION COSTS (NOTE 5)                                      2,776,000        2,776,000

FUTURE MINING AND INCOME TAXES (NOTE 7)                                     -           78,143
                                                            --------------------------------------

                                                                    8,872,722        6,692,113
                                                            --------------------------------------
SHAREHOLDERS' EQUITY
    Capital stock (NOTE 12)                                        26,926,892       24,969,437
    Retained earnings                                               9,476,530          390,712
                                                            --------------------------------------

                                                                   36,403,422       25,360,149
                                                            --------------------------------------
    Commitments (NOTE 13)
    Contingency (NOTE 14)                                          45,276,144       32,052,262
                                                            ======================================

</TABLE>

See accompanying notes to consolidated financial statements.


On behalf of the Board:

--------------------                            ------------------
Jean-Guy Rivard                                 Rejean Houle
Chairman                                        Director



                                       3
<PAGE>


RICHMONT MINES INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
YEARS ENDED DECEMBER 31,
(IN CANADIAN DOLLARS)
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------

                                                                              2002             2001             2000
                                                                                 $                $                $
------------------------------------------------------------------------------------------------------------------------
CASH FLOW FROM OPERATIONS
<S>                                                                      <C>                <C>           <C>
    Net earnings (loss)                                                  9,085,818          518,090       (3,390,926)
    Adjustments for:
      Depreciation and depletion                                         6,618,410        4,872,917        5,670,309
      Stock-based compensation to non-employees                            186,600                -                -
      Provision for site restoration costs                                       -          550,000          737,000
      Write-down of short-term investments                                 219,372                -                 -
      Write-down of mining assets                                                -        4,162,918        5,964,208
      Minority interest                                                          -                -         (687,650)
      Future mining and income taxes                                       (78,143)      (1,128,051)       1,258,588
                                                                   -----------------------------------------------------
                                                                        16,032,057        8,975,874        9,551,529

    Net change in non-cash working capital                                (115,309)       2,974,514        1,420,229
                                                                   -----------------------------------------------------
                                                                        15,916,748       11,950,388       10,971,758
                                                                   -----------------------------------------------------
CASH FLOW USED IN INVESTMENTS
    Short-term investments                                             (11,725,057)               -                -
    Beaufor Mine                                                        (1,293,246)      (3,599,984)        (733,499)
    Hammerdown Mine                                                        (62,854)      (3,858,801)      (4,750,948)
    Other investments                                                     (738,988)        (130,824)      (1,700,487)
                                                                   -----------------------------------------------------
                                                                       (13,820,145)      (7,589,609)      (7,184,934)
                                                                   -----------------------------------------------------

CASH FLOW FROM (USED IN) FINANCING ACTIVITIES
    Issue of common shares                                               1,770,855                 -               -
    Redemption of common shares                                                  -           (6,590)        (656,048)
                                                                   -----------------------------------------------------
                                                                         1,770,855           (6,590)        (656,048)
                                                                   -----------------------------------------------------

Net increase in cash and cash equivalents                                3,867,458        4,354,189        3,130,776
Cash and cash equivalents, beginning of year                            15,605,777       11,251,588        8,120,812
                                                                   -----------------------------------------------------

Cash and cash equivalents, end of year                                  19,473,235       15,605,777       11,251,588
                                                                   =====================================================
CASH FLOW FROM OPERATIONS PER SHARE BEFORE
    NET CHANGE IN NON-CASH WORKING CAPITAL                                    1.05             0.60             0.63
                                                                   =====================================================

Supplemental information Cash paid (received) during the year:
      Mining and Income taxes                                            2,840,445          702,132          (68,032)

</TABLE>

See accompanying notes to consolidated financial statements.



                                       4
<PAGE>

RICHMONT MINES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
-------------------------------------------------------------------------------
Richmont Mines Inc. (the "Company"), incorporated under Part 1A of the Quebec
Companies Act, is engaged in mining, exploration and development of mining
properties, principally gold.


1.     SIGNIFICANT ACCOUNTING POLICIES

       The consolidated financial statements are prepared in accordance with
       Canadian generally accepted accounting principles. As described in note
       18, these principles differ in certain material respects from the
       principles that the Company would have followed had its consolidated
       financial statements been prepared in accordance with generally accepted
       accounting principles in the United States. The significant accounting
       policies followed by the Company are as follows:

       a) Basis of consolidation

       The consolidated financial statements include the accounts of the Company
       and those of its subsidiaries, Camflo Mill Inc. (100%) and Louvem Mines
       Inc. (69.3%).

       b) Precious metals revenue recognition

       Precious metals revenue, based upon spot metal prices or forward sales
       contracts, is recorded when rights and obligations related to ownership
       pass to the purchaser.

       c) Cash and cash equivalents

       Cash and cash equivalents comprise cash and short-term investments with
       original maturity dates of less than three months.

       d) Short-term investments

       Short-term investments are carried at the lower of cost and market value.

       e)  Inventories

       Supply inventories are valued at the lower of average cost and
       replacement cost. Ore and precious metals inventories are valued at the
       lower of average cost and net realizable value.

       f)  Exploration properties

       Mining exploration expenditures are expensed as incurred. The acquisition
       costs of exploration properties and expenditures incurred on properties
       identified as having development potential are capitalized in accordance
       with the policies described in note 1 g).

       g) Property, plant and equipment

       Property, plant and equipment are recorded at cost. Development costs are
       capitalized when a decision is made to bring an ore body into production.
       When a project is brought into commercial production, related costs are
       transferred to the various fixed assets categories and are depreciated
       according to the units-of-production method calculated on proven and
       probable reserves. Depreciation of mobile equipment is calculated using
       the straight-line method based on its anticipated useful life.

       Construction costs include interest on funds borrowed. Upon commencement
       of commercial production, construction costs are transferred to the
       various categories of buildings and equipment and amortized on their
       respective bases.

       When the net carrying value of a capital asset exceeds the estimated
       undiscounted future net cash flow, the excess is charged to earnings.


                                       5
<PAGE>

RICHMONT MINES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
-------------------------------------------------------------------------------

1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       h) Site restoration costs

       Future site restoration costs are charged against earnings. The
       estimation of these costs depends on the development of environmentally
       acceptable closure and post-closure plans.

       i) Future mining and income taxes

       The Company accounts for income taxes under the asset and liability
       method. Under this method, future tax assets and liabilities are
       recognized for the future tax consequences attributable to differences
       between the financial statement carrying amounts of existing assets and
       liabilities and their respective tax bases. Future tax assets and
       liabilities are measured using enacted or substantively enacted tax rates
       expected to apply to taxable income in the years in which those temporary
       differences are expected to be recovered or settled. The effect on future
       tax assets and liabilities of a change in tax rates is recognized in
       income in the period that includes the enactment date.

       j) Foreign currency translations

       Transactions pertaining to the statement of earnings are translated at
       the rate of exchange prevailing at the date of the transaction. Monetary
       assets and liabilities resulting from these transactions are translated
       at the rate of exchange in effect at the balance sheet date. Exchange
       gains or losses are included in earnings.

       k)  Hedging activities

       Gains and losses on forward contracts and other instruments that
       effectively establish selling prices for future production are not
       recognized in income until reflected in precious metals revenues when the
       related production is delivered.

       l)  Government assistance

       Grants originating from government assistance are recorded as a revenue
       or as a reduction of property, plant and equipment, based on the nature
       of the grant.

       m) Earnings (loss) per share

       Earnings (loss) per share is the result of net earnings (loss) divided by
       the average outstanding number of shares during the period. Diluted
       earnings (loss) per share is determined using the treasury-stock method.

       n) Use of estimates

       The preparation of financial statements in conformity with generally
       accepted accounting principles requires management to make estimates and
       assumptions that affect the reported amounts of assets and liabilities,
       disclosure of contingent assets and liabilities and the reported amounts
       of revenues and expenses. Significant areas requiring the use of
       management estimates relate to the useful life of assets for amortization
       purposes and for the evaluation of their net recoverable amount, the
       provisions for site restoration costs and income and mining taxes.
       Accordingly, actual results could differ from these estimates.



                                       6
<PAGE>

RICHMONT MINES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
--------------------------------------------------------------------------------

 2.   CHANGE IN ACCOUNTING POLICY

       On January 1, 2002, the Company prospectively adopted the new accounting
       recommendations of Section 3870 of the Canadian Institute of Chartered
       Accountants Handbook relating to stock-based compensation and other
       stock-based payments made in exchange for goods and services. The Company
       has chosen to continue using the settlement value method to record the
       stock options granted for the benefit of senior executives and management
       and the applied fair value method for the options granted to
       non-employees. Any consideration paid when the options is exercised is
       credited to capital stock.

3.     GOVERNMENT ASSISTANCE

       The Company has recorded government assistance in the amount of
       $1,522,996 ($287,636 in 2001 and nil in 2000) in "Other revenues".


4. EXPLORATION AND EVALUATION OF PROJECTS

                                -------------------------------------
                                    2002         2001         2000
                                      $           $             $
                                ---------    ----------   -----------
        Francoeur Mine          2,361,147       301,840       125,490
        Hammerdown Mine           400,659        56,016          --
        Beaufor Mine              808,244          --            --
        Evaluation of projects    157,550       102,444        64,741
                                -------------------------------------
                                3,727,600       460,300       190,231
                                =====================================

5. PROVISION FOR SITE RESTORATION COSTS


       The Company's production and exploration activities are subject to
       various federal and provincial laws and regulations governing the
       protection of the environment. These laws and regulations are continually
       changing and are generally becoming more restrictive. The Company
       conducts its operations so as to protect public health and the
       environment. The Company has recorded a provision to cover site
       restoration costs based on management's best estimate of such costs. Such
       estimates are, however, subject to change based on modifications to laws
       and regulations or as new information becomes available.

       The following table sets forth the evolution of the provision for site
       restoration costs for the years ended December 31, 2002, 2001 and 2000:

                                    -------------------------------------
                                          2002         2001         2000
                                           $            $            $
                                    -------------------------------------

       Francoeur Mine                     101,000     101,000     101,000
       Nugget Pond and Hammerdown mines   800,000     800,000        --
       Beaufor Mine                       500,000     500,000     750,000
       Camflo Mill                      1,375,000   1,375,000   1,375,000
                                    -------------------------------------
                                        2,776,000   2,776,000    2,226000
                                    =====================================

                                 7
<PAGE>

RICHMONT MINES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
-------------------------------------------------------------------------------


6. WRITE-DOWN OF MINING ASSETS

       Each year, the Company reviews the carrying value of its assets and has
       concluded that a write-down was required in 2001 and 2000:

       -------------------------------------------------------------------------
                                        2002             2001             2000
                                           $                $                $
       -------------------------------------------------------------------------

       Nugget Pond Mine                    -        4,162,918                -
       Beaufor Mine                        -                -        3,740,157
       other assets                        -                -        2,224,051
                                    --------------------------------------------
       WRITE-DOWN OF MINING ASSETS         -        4,162,918        5,964,208
                                    ============================================

7. MINING AND INCOME TAXES

       Mining and income tax expense attributable to earnings (loss) consists
of:

        ----------------------------------------------------------------
                                 2002            2001             2000
                                    $               $                $
        ----------------------------------------------------------------

        Current            4,014,112        1,386,656          190,621
        Future               (78 143)      (1,128,051)       1,258,588
                        ------------------------------------------------
                           3,935,969          258,605        1,449,209
                        ================================================

       Income tax expense attributed to earnings (loss) differs from the amounts
       computed by applying the combined federal and provincial income tax rate
       of 34.09% (2001 - 32.83% and 2000 - 33.10%) to the earnings (loss) before
       mining and income taxes as a result of the following:

<TABLE>
<CAPTION>
        ----------------------------------------------------------------------------------------------------------------
                                                                                2002             2001             2000
                                                                                   $                $                $
        ----------------------------------------------------------------------------------------------------------------

<S>                                                                       <C>                 <C>           <C>
        EARNINGS (LOSS) BEFORE MINING AND INCOME TAXES:                   13,021,787          776,695       (2,629,367)
                                                                     ---------------------------------------------------

        Computed "expected" tax expense (recovery)                         4,439,388          254,960         (870,320)
        Increase (decrease) in mining and income
          taxes resulting from:
             Resource allowance deduction                                 (1,124,713)        (595,449)        (560,264)
             Tax benefits not recognized                                  (1,486,584)         517,685        2,446,432
             Other                                                           122,274         (294,983)         (99,091)
                                                                     ---------------------------------------------------
        Income taxes                                                       1,950,365         (117,787)         916,757
        Large corporations tax                                                     -            1,200           38,509
        Mining duties                                                      1,985,604          375,192          493,943
                                                                     ---------------------------------------------------

        TOTAL CURRENT AND FUTURE MINING AND INCOME TAX PROVISION            3,935,969         258,605         1,449,209
                                                                     ===================================================

</TABLE>

                                       8
<PAGE>

RICHMONT MINES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
-------------------------------------------------------------------------------




7. MINING AND INCOME TAXES (CONTINUED)

       The tax effects of temporary differences that give rise to significant
       portions of the future tax assets and future tax liabilities at December
       31, 2002 and 2001, are presented below:

<TABLE>
<CAPTION>
        -----------------------------------------------------------------------------------------------
                                                                                2002             2001
                                                                                   $                $
        -----------------------------------------------------------------------------------------------
        LONG-TERM FUTURE TAX ASSETS:
<S>                                                                          <C>            <C>
          Losses carry forward                                               235,519        1,076,238
          Site restoration costs                                           1,203,518        1,204,041
          Property, plant and equipment                                    2,414,770        3,149,695
                                                                     ----------------------------------
          Future tax assets                                                3,853,807        5,429,974
          Less valuation allowance                                        (3,288,560)      (4,775,144)
                                                                     ----------------------------------
                                                                             565,247          654,830
        LONG-TERM FUTURE TAX LIABILITIES:
          Property, plant and equipment                                     (565,247)        (732,973)
                                                                     ----------------------------------
                         Net long-term future tax liabilities                      -          (78,143)
                                                                     ==================================

</TABLE>

       The Company may benefit from capital losses to carry-forward (without an
expiry date) amounting to $1,019,000.

8.NET EARNINGS (LOSS) PER SHARE
<TABLE>
<CAPTION>
        ----------------------------------------------------------------------------------------------------------------
                                                                                2002             2001             2000
        <S>                                                          <C>                <C>           <C>
        Net earnings (loss) attributed to
          common shareholders ($)                                          9,085,818          518,090       (3,390,926)
                                                                     ---------------------------------------------------
        Weighted-average number of outstanding shares                     15,339,497       15,051,644       15,156,374
        Effect of dilutive share purchase options                            511,156                -                -
                                                                     ---------------------------------------------------
        Weighted-average number of dilutive outstanding shares            15,850,653       15,051,644       15,156,374
                                                                     ---------------------------------------------------
        Basic earnings (loss) per share ($)                                     0.59             0.03            (0.22)
        Diluted earnings (loss) per share ($)                                   0.57             0.03            (0.22)
                                                                     ---------------------------------------------------
</TABLE>


9. ACCOUNTS RECEIVABLE

       ----------------------------------------------------------------
                                                2002             2001
                                                   $                $
       ----------------------------------------------------------------

       Sales and income taxes                912,428          594,802
       Government assistance                 662,177          475,292
       Other                                 381,807          177,910
                                     ----------------------------------
                                           1,956,412        1,248,004
                                     ==================================



                                       9
<PAGE>


RICHMONT MINES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
-------------------------------------------------------------------------------


10. INVENTORIES

<TABLE>
<CAPTION>
        ------------------------------------------------------------
                                              2002             2001
                                                 $                $
        ------------------------------------------------------------
        <S>                           <C>              <C>
        PRECIOUS METALS                    910,769          396,749
        Ore                                881,355          306,450
        Supply                           1,144,343          567,615
                                  ----------------------------------
                                         2,936,467        1,270,814
                                  ==================================
</TABLE>


11. PROPERTY, PLANT AND EQUIPMENT

<TABLE>
<CAPTION>
        ----------------------------------------------------------------------------------------------------------------
                                                        2002                                         2001
                                                 Accumulated                                  Accumulated
                                                depreciation      Net book                   depreciation      Net book
                                       Cost    and depletion         value          Cost    and depletion         value
                                          $                $             $             $                $             $
        ----------------------------------------------------------------------------------------------------------------
        <S>                    <C>              <C>           <C>           <C>                <C>         <C>
        Mining properties         5,644,726        2,684,378     2,960,378     5,326,723          867,899     4,458,824
        Development costs         5,865,061        3,819,427     2,045,634     6,169,400        2,021,824     4,147,576
        Buildings                 5,757,767        4,435,198     1,322,569     5,122,838        3,545,382     1,577,456
        Equipment                13,421,129       10,345,335     3,075,794    12,030,415        8,286,604     3,743,811
                              ------------------------------------------------------------------------------------------
                                 30,688,683       21,284,338     9,404,345    28,649,376       14,721,709    13,927,667
                              ==========================================================================================
</TABLE>

12. CAPITAL STOCK

       Authorized: Unlimited number of common shares, no par value
<TABLE>
<CAPTION>
        ----------------------------------------------------------------------------------------------------------------
                                                                              2002                        2001
                                                                      Number         Amount       Number        Amount
                                                                   of shares              $    of shares             $
        ----------------------------------------------------------------------------------------------------------------
        ISSUED AND PAID:  COMMON SHARES

<S>                                                               <C>            <C>          <C>           <C>
        Balance, beginning of year                                15,051,200     24,969,437   15,056,600    24,978,401
        Issue of shares a)                                           696,100      1,770,855            -             -
        Redemption of shares b)                                            -              -       (5,400)       (8,964)
        Stock-based compensation to non-employees c)                       -        186,600            -             -
                                                                --------------------------------------------------------
        BALANCE, END OF YEAR                                      15,747,300     26,926,892   15,051,200    24,969,437
                                                                ========================================================
</TABLE>

       a) Issue of shares:

            In 2002, the Company issued, through the exercise of stock options,
            696,100 common shares for a cash consideration of $1,770,855.

       b) Redemption of shares:

            During 2001 and 2000, the Company redeemed 5,400 and 350,211 common
            shares for $6,590 and $656,048 in cash respectively. Those
            transactions have increased (reduced) retained earnings by $2,374 in
            2001 and ($74,698) in 2000.


                                       10
<PAGE>


RICHMONT MINES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
-------------------------------------------------------------------------------


12.    CAPITAL STOCK (CONTINUED)

c) Stock Option Purchase Plan:

   The Company offers a Stock Option Purchase Plan under which options
   to acquire common shares may be granted to its directors, officers,
   employees and non-employees. According to this plan, established in
   1995 and amended in 1997 and in 2002, the Company may grant options
   for up to 3,500,000 common shares. The exercise price of each option
   is the market price of the Company's stock on the date of grant and
   the maximum term of the granted options is 10 years.

   A summary of the status, as of December 31, 2002 and 2001, of the
   Company's Stock Option Purchase Plan, and changes during the years
   then ended, is presented below:

<TABLE>
<CAPTION>
        ----------------------------------------------------------------------------------------------------------------
                                                                       2002                           2001
                                                                                Weighted
                                                                                 average               Weighted average
                                                             Number of    exercise price   Number of     exercise price
                                                               options                 $     options                  $
        ----------------------------------------------------------------------------------------------------------------
<S>                                                          <C>                    <C>    <C>                     <C>
        Options outstanding, beginning of year               1,520,000              2.94   1,665,000               3.37
        Granted                                              1,295,000              4.06     275,000               1.83
        Exercised                                             (676,100)             2.47           -                  -
        Cancelled or expired                                  (235,000)             5.71    (420,000)              3.90
                                                           -------------------------------------------------------------
        OPTIONS OUTSTANDING, END OF YEAR                     1,903,900              3.53   1,520,000               2.94
                                                           =============================================================

        EXERCISABLE OPTIONS , END OF YEAR                    1,647,900              3.46   1,500,000               2.94
                                                           =============================================================

</TABLE>

           The following table summarizes information about the Stock Options
Plan outstanding at December 31, 2002:
<TABLE>
<CAPTION>
        ----------------------------------------------------------------------------------------------------------------
                                    Options outstanding at December 31, 2002               Exercisable options at
                                                                                              December 31, 2002
                                                Weighted average     Weighted average                  Weighted average
        Exercise               Number of   remaining contractual       exercise price     Number of      exercise price
        prices                   options            life (years)                    $       options                   $
        ----------------------------------------------------------------------------------------------------------------
<S>     <C>                    <C>             <C>                 <C>                    <C>                    <C>
        $1.65 to $1.92           480,000                     3.0                 1.75       480,000                1.75
        $2.00 to $2.99           158,900                     3.0                 2.20       108,900                2.15
        $3.00 to $3.93           370,000                     2.3                 3.62       320,000                3.60
        $4.25 to $5.50           895,000                     4.8                 4.68       739,000                4.70
        ----------------------------------------------------------------------------------------------------------------
                               1,903,900                     3.7                 3.53     1,647,900                3.46
        ================================================================================================================

</TABLE>

            The Company has elected to account for its stock options by
            measuring compensation cost using the settlement-value method. If
            the stock options had been accounted during the vesting period based
            on the fair-value method, pro forma net earnings and pro forma net
            earnings per share would have been as follows:

        ---------------------------------------------------------------
                                                                  2002
                                        As reported          Pro forma
                                                  $                  $
        ---------------------------------------------------------------
        Net earnings                      9,085,818          7,460,181
        Net earnings per share
            Basic                              0.59               0.49
            Diluted                            0.57               0.47
        ---------------------------------------------------------------

            The pro-forma figures omit the effect of stock options granted prior
to January 1, 2002.


                                       11
<PAGE>

RICHMONT MINES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
-------------------------------------------------------------------------------


12.    CAPITAL STOCK (CONTINUED)

       c) Stock Option Purchase Plan (continued):

            These pro forma figures include compensation costs that were
            calculated using Black & Scholes options pricing model with the
            following assumptions.

                  Risk-free interest rate         4.5%
                  Expected life                4 years
                  Expected volatility              45%
                  Expected dividend yield         0.0%

           In 2002, the Company granted 100,000 stock options to a non-employee
for a compensation cost of $186,600 recorded in the earnings.

       d) Other stock purchase options

<TABLE>
<CAPTION>
        ----------------------------------------------------------------------------------------------------------------
                                                                                   2002                            2001
                                                                       Weighted average                Weighted average
                                                        Number of        exercise price   Number of      exercise price
                                                          options                     $     options                   $
        ----------------------------------------------------------------------------------------------------------------
<S>                                                    <C>             <C>               <C>           <C>
        Options outstanding, beginning of year            200,000                  3.60     200,000                3.60
        Exercised                                         (20,000)                 5.20           -                   -
                                                       -----------------------------------------------------------------
        OPTIONS OUTSTANDING, END OF YEAR                  180,000                  3.42     200,000                3.60
           AND EXERCISABLE
                                                       =================================================================

</TABLE>

       As at December 31, 2002, the other 180,000 stock options had exercice
       prices ranging from $2,00 to $5.20 and a weighted average remaining life
       of 1.5 years.

13.    COMMITMENTS

       The Company is subject to pay royalties on the production of the
       Hammerdown and Beaufor mines and on that of other properties if they are
       brought into commercial production.

       The Company has posted letters of credit amounting to $1,257,000 as
       security for its site restoration obligations.


14.    CONTINGENCY

       The Company is entitled to government assistance over the next two years
       and this assistance may become payable under conditions specified in an
       agreement with the Quebec Ministry of Natural Resources. It is not
       currently possible to determine the amount of such a repayment, if any,
       and, accordingly, no provision has been recorded in these financial
       statements. Government assistance recorded in earnings or as a reduction
       of the cost of property, plant and equipment resulting from this
       agreement, signed in July 2001, amounts to $1,119,561 and $533,035
       respectively.


15.    BANK LOAN

       As at December 31, 2002, the Company has an available line of credit of
       $2,000,000 and a revolving credit facility of $5,000,000, secured by all
       its assets, renewable on an annual basis, bearing interest at prime rate
       for the line of credit and prime plus 0.75% for the revolving credit
       facility.


16. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

       The nature of its operations exposes the Company to commodity price
       fluctuations and to foreign currency exchange risks. The Company manages
       its exposure to these risks through the use of derivative financial
       instruments and gold commodity contracts.


                                       12
<PAGE>

RICHMONT MINES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
-------------------------------------------------------------------------------


 16. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)

       The Board of Directors approves all policies concerning the use of
       derivative financial instruments and gold commodity contracts. The
       Company does not enter into any financial instruments or derivative
       financial instruments for trading or speculative purposes.

       a) Foreign exchange risk

           The Company realizes a significant portion of its revenues in U.S.
           dollars and enters into various types of foreign exchange contracts
           in managing its foreign exchange risk.

           As at December 31, 2002, the Company has forward exchange contracts
           maturing in the year 2003 of US$3,500,000 at an average rate of
           1.5686, having a negative fair value of $48,198. As at December 31,
           2001, the Company did not have forward exchange contracts for 2002.
           As at December 31, 2000, the Company had forward exchange contracts
           maturing in 2001 of US$3,000,000 at an average rate of 1.5238, having
           a negative fair value of $77,043.

       b) Commodity price risk

           For its gold production, the Company reduces its risk to a decrease
           in the gold price through the use of forward sales contracts and put
           and call options.

           As at December 31, 2002, the Company has a hedging program covering
           11,000 ounces in 2003 using put and call options. Under these
           options, the selling and the purchase prices range from US$320 to
           US$336. As at December 31, 2001, the Company did not have forward
           sales contracts for ounces of gold for 2002. As at December 31, 2000,
           under forward sale contracts, the Company had hedged a total of 9,000
           ounces of gold for 2001 at an average price of US$273.

           The fair value of the Company's off-balance-sheet financial
           instruments, held as at December 31, 2002 and 2000, is based on the
           notional gain or loss accrued using market prices on the reporting
           date. As at December 31, 2002 and 2000, the fair value of these
           contracts was a loss of $205,955 and a gain of $27,077.

       c)  Credit risk

           Financial instruments that subject the Company to market risk and
           concentrations of credit risk consist primarily of cash and cash
           equivalents, short-term investments, accounts receivable, forward
           contracts and option contracts for currencies and gold. The Company
           invests its cash and cash equivalents in high-quality securities
           issued by government agencies, financial institutions and major
           corporations, and limits the amount of credit exposure by
           diversifying its holdings. The Company is exposed to credit risk in
           the event of non-performance by counterparties in connection with its
           currency and gold forward option contracts. The Company does not
           obtain any security to support financial instruments subject to
           credit risk but mitigates this risk by dealing only with a diverse
           group of financially sound counterparties and, accordingly, does not
           anticipate loss for non-performance. The Company continually monitors
           the market risk of its hedging activities.

       d) The fair value of financial instruments

          The Company owns and assumes assets and liabilities such as cash and
          cash equivalents, short-term investments, accounts receivable, as
          well as accounts payable and accrued charges. The fair value of
          these financial assets and liabilities approximates their book value
          as these items will be realized or paid within one year.


                                       13
<PAGE>

RICHMONT MINES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
-------------------------------------------------------------------------------


17.    INFORMATION BY SEGMENT

       The Company operates gold mines at different sites in Quebec and
       Newfoundland. These sites are managed separately given their different
       locations. The Company assesses the performance of each segment based on
       earnings (loss) before other items.

<TABLE>
<CAPTION>
        ----------------------------------------------------------------------------------------------------------------

        2002                                                                                  Corporate
                                                                 Quebec    Newfoundland       and other           Total
                                                                      $               $               $               $
        ----------------------------------------------------------------------------------------------------------------
<S>                                                          <C>             <C>             <C>            <C>
        Revenues                                             27,671,858      23,190,787      1,132,537      51,995,182
        Mining operation
          and other expenses                                 14,181,112      12,134,827      2,311,446      28,627,385
        Exploration and evaluation of projects                  809,014         400,659      2,517,927       3,727,600
        Depreciation and depletion                            2,376,441       4,168,210         73,759       6,618,410
                                                         ---------------------------------------------------------------

        EARNINGS (LOSS) BEFORE OTHER ITEMS                   10,305,291       6,487,091     (3,770,595)     13,021,787
        ----------------------------------------------------------------------------------------------------------------

        Acquisition of property, plant and equipment          1,293,246          62,854        738,988       2,095,088
        ----------------------------------------------------------------------------------------------------------------

        Current assets                                        3,970,083       1,554,770     30,346,946      35,871,799
        Property, plant and equipment                         2,829,231       5,913,645        661,469       9,404,345
        ----------------------------------------------------------------------------------------------------------------

        Total assets                                          6,799,314       7,468,415     31,008,415      45,276,144
        ----------------------------------------------------------------------------------------------------------------

        2001                                                                                 Corporate
                                                                 Quebec    Newfoundland      and other           Total
                                                                      $               $              $               $
        ----------------------------------------------------------------------------------------------------------------

        Revenues                                             14,679,188      19,559,762        804,566      35,043,516
        Mining operation
         and other expenses                                  10,194,366      12,269,987      1,022,805      23,487,158
        Exploration and evaluation of projects                  301,840          56,016        102,444         460,300
        Maintenance charges - Beaufor Mine                    1,283,528               -              -       1,283,528
        Depreciation and depletion                              708,761       4,094,842         69,314       4,872,917
        Write-down of mining assets                                   -       4,162,918              -       4,162,918
                                                         ---------------------------------------------------------------

        EARNINGS (LOSS) BEFORE OTHER ITEMS                    2,190,693      (1,024,001)      (389,997)        776,695

        ----------------------------------------------------------------------------------------------------------------

        Acquisition of property, plant and equipment          3,599,984       3,884,582        105,043       7,589,609

        ----------------------------------------------------------------------------------------------------------------

        Current assets                                        2,700,462       1,489,518     13,934,615      18,124,595
        Property, plant and equipment                         3,599,984      10,019,001        308,682      13,927,667
        ----------------------------------------------------------------------------------------------------------------

        Total assets                                          6,300,446      11,508,519     14,243,297      32,052,262
        ----------------------------------------------------------------------------------------------------------------

</TABLE>

                                       14
<PAGE>


RICHMONT MINES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
-------------------------------------------------------------------------------


17. INFORMATION BY SEGMENT (CONTINUED)
<TABLE>
<CAPTION>
        ----------------------------------------------------------------------------------------------------------------
        2000                                                                                  Corporate
                                                                 Quebec     Newfoundland      and other          Total
                                                                      $               $               $              $
        ----------------------------------------------------------------------------------------------------------------
        <S>                                               <C>              <C>               <C>            <C>
        Revenues                                             16,258,587      16,518,524       2,015,797     34,792,908
        Mining operation
          and other expenses                                 15,022,794       8,998,074         832,562     24,853,430
        Exploration and evaluation of projects                  125,490               -          64,741        190,231
        Maintenance charges - Beaufor Mine                      744,097               -               -        744,097
        Depreciation and depletion                            1,340,924       3,819,558         509,827      5,670,309
        Write-down of mining assets                           3,740,157               -       2,224,051      5,964,208
                                                         ---------------------------------------------------------------
        EARNINGS (LOSS) BEFORE OTHER ITEMS                   (4,714,875)      3,700,892      (1,615,384)    (2,629,367)
        ----------------------------------------------------------------------------------------------------------------
        Acquisition of property, plant and equipment           1,559,557      5,427,963         197,414      7,184,934
        ----------------------------------------------------------------------------------------------------------------

        Current assets                                        4,357,590       3,587,856       9,020,963     16,966,409
        Property, plant and equipment                           433,007      13,794,794         272,953     14,500,754
        ----------------------------------------------------------------------------------------------------------------
        Total assets                                          4,790,597      17,382,650       9,293,916     31,467,163
        ----------------------------------------------------------------------------------------------------------------
</TABLE>

18. EFFECT OF APPLYING UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

       These consolidated financial statements have been prepared in accordance
       with Canadian generally accepted accounting principles (GAAP). Had these
       consolidated financial statements been prepared in accordance with United
       States generally accepted accounting principles (U.S. GAAP), the effect
       on net earnings (loss) would have been as follows:

<TABLE>
<CAPTION>
        ----------------------------------------------------------------------------------------------------------------
                                                                                2002             2001             2000
                                                                                   $                $                $
        ----------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>               <C>           <C>
        NET EARNINGS (LOSS) REPORTED UNDER CANADIAN GAAP                    9,085,818         518,090       (3,390,926)

        Add (deduct):
          Amortization of start-up costs a)                                       -           377,798          103,473
          Differences in accounting related to forward contracts b)         (254,153)         599,473         (599,473)
          Income taxes c)                                                      86,640        (439,772)         223,200
                                                                    ----------------------------------------------------
        NET EARNINGS (LOSS) AND COMPREHENSIVE INCOME (LOSS)
          REPORTED UNDER U.S. GAAP                                          8,918,305       1,055,589       (3,663,726)
                                                                    ====================================================
        NET EARNINGS (LOSS) PER SHARE REPORTED UNDER U.S. GAAP:
           Basis                                                             0.58               0.07             (0.24)
           Diluted                                                           0.56               0.05             (0.24)
                                                                    ====================================================

        Shareholders' equity reported under Canadian GAAP                  36,403,422      25,360,149
          Derivatives b)                                                    (254,153)               -
          Income taxes c)                                                      86,640               -
                                                                    -----------------------------------
        SHAREHOLDERS' EQUITY REPORTED UNDER U.S. GAAP                      36,235,909      25,360,149
                                                                    ===================================
</TABLE>


                                       15
<PAGE>

RICHMONT MINES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
-------------------------------------------------------------------------------

18.    EFFECT OF APPLYING UNITED STATES GENERALLY ACCEPTED ACCOUNTING
       PRINCIPLES (CONTINUED)

       a) Under U.S. GAAP, start-up costs, which are capitalized under Canadian
          GAAP, must be charged against earnings.

       b) U.S. GAAP prohibit the classification of forward foreign exchange
          contracts as hedging instruments unless they are matched against
          specific contracted receipts. The fair value of any excess is taken to
          income as required under U.S. GAAP.

       c) These amounts represent the tax impacts relating to the above a) and
          b) adjustments.

19.    COMPARATIVE FIGURES

       Certain comparative figures provided for fiscal years 2001 and 2000 have
       been reclassified to conform with the presentation adopted for the fiscal
       year ended December 31, 2002.




                                       16
<PAGE>

                                   SIGNATURES

The registrant certifies that it meets all of the requirements for filing on
Form 20-F and that it has duly caused and authorized the undersigned to sign
this Annual Report on its behalf.


                                      RICHMONT MINES INC.
                                      Registrant


Dated:  June 25, 2003                 By:  /S/ JEAN-YVES LALIBERTE
                                           -----------------------------
                                               Jean-Yves Laliberte
                                               Vice-President, Finance








<PAGE>


CERTIFICATION

I, Louis Dionne, Chief Executive Officer and Director, certify that:

1. I have reviewed this annual report on Form 20-F of Richmont Mines Inc.(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 officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 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 know 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 officer 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
functions);

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 officer 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:  JUNE 25, 2003
---------------------
                                          /S/ LOUIS DIONNE
                                          ------------------------------------
                                          Louis Dionne
                                          Chief Executive Officer and Director

<PAGE>


CERTIFICATION

I, Jean-Yves Laliberte, Chief Financial Officer, certify that:

1. I have reviewed this annual report on Form 20-F of Richmont Mines Inc.(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 officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 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 know 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 officer 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
functions);

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 officer 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:  JUNE 25, 2003

                                              /S/ JEAN-YVES LALIBERTE
                                              ------------------------
                                              Jean-Yves Laliberte
                                              Chief Financial Officer

<PAGE>

                                INDEX TO EXHIBITS


   EXHIBIT     EXHIBIT                                                     PAGE
     NO.

8.1            List of Subsidiaries
99.1           Certification of periodic financial report pursuant to Section
               906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350


<PAGE>