##### 



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                                                                                            
|     
|[X]   |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934          
|      |  | For the fiscal year ended December 31, 2002                                                   
|     
|      |  | OR                                                                                            
|     
|[   ] |  | TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934    

Commission File Number 1-8488

|                |                       
|--------------- | ----------------------
|(CAMPBELL LOGO) | CampbellResources Inc.

(Exact name of registrant as specified in its charter)

Canada

(Jurisdiction of incorporation or organisation)


1155 University, Suite 1405, Montreal Quebec H3B 3A7

(Address of principal executive offices)


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

|                    |  |                                          
|------------------- |  | -----------------------------------------
|Title of each class |  | Name of each exchange on which registered
|                   
|Common Shares       |  | None                                     

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

None

(Title of Class)


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

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.

|                   |  |                         
|------------------ |  | ------------------------
|December 31, 2002: |  | 44,485,940 Common Shares

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 90 days.

Yes   [X]                     No   [   ]

Indicate by check mark which financial statement item the registrant has elected to follow.

|              |  |                
|------------- |  | ---------------
|Item 17   [X] |  | Item 18   [   ]



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CAMPBELL RESOURCES INC.
TABLE OF CONTENTS

|                                                                                 |                                                     |  |    |    |  |  | 
|-------------------------------------------------------------------------------- | --------------------------------------------------- |  | -- | -- |  |  | 
|                                                                                 | Forward-looking Statements                          |  |    | 1  | 
|                                                                                 | Currency and Metric Equivalents                     |  |    | 1  | 
|                                                                                 | Reserve Estimates and Glossary of Significant Terms |  |    | 2  | 
|PART I                                                                          
|Item 1. Identity of Directors, Senior Managers and Advisors  Not Applicable     |                                                     |  | 3  |   
|Item 2. Offer Statistics and Expected Timetable  Not Applicable                 |                                                     |  | 3  |   
|Item 3. Key Information                                                          |                                                     |  | 3  |   
|                                                                                 | Selected Financial Data                             |  |    | 3  | 
|                                                                                 | Risk Factors                                        |  |    | 4  | 
|Item 4. Information on the Company                                               |                                                     |  | 6  |   
|                                                                                 | History and Development of the Company              |  |    | 6  | 
|                                                                                 | Business Overview                                   |  |    | 10 | 
|                                                                                 | Organisational Structure                            |  |    | 13 | 
|                                                                                 | Property, Plants and Equipment                      |  |    | 14 | 
|Item 5. Operating and Financial Review and Prospects                             |                                                     |  | 41 |   
|                                                                                 | Managements Discussion and Analysis                |  |    | 41 | 
|Item 6. Directors, Senior Management and Employees                               |                                                     |  | 45 |   
|                                                                                 | Directors                                           |  |    | 45 | 
|                                                                                 | Senior Management                                   |  |    | 47 | 
|                                                                                 | Compensation                                        |  |    | 47 | 
|                                                                                 | Corporate Governance                                |  |    | 57 | 
|                                                                                 | Employees                                           |  |    | 63 | 
|Item 7. Major Shareholders and Related Party Transactions                        |                                                     |  | 63 |   
|Item 8. Financial Information                                                    |                                                     |  | 64 |   
|                                                                                 | Legal Proceedings                                   |  |    | 64 | 
|Item 9. The Offer and Listing                                                    |                                                     |  | 65 |   
|Item 10. Additional Information                                                  |                                                     |  | 66 |   
|                                                                                 | Memorandum and Articles of Incorporation            |  |    | 66 | 
|                                                                                 | Material Contracts                                  |  |    | 66 | 
|                                                                                 | Exchange Controls                                   |  |    | 66 | 
|                                                                                 | Taxation                                            |  |    | 67 | 
|Item 11. Quantitative and Qualitative Disclosures about Market Risk              |                                                     |  | 72 |   
|                                                                                 | Gold Risk Disclosures                               |  |    | 72 | 
|                                                                                 | Foreign Currency Risk Disclosures                   |  |    | 72 | 
|                                                                                 | Other Financial Instrument Risk Disclosures         |  |    | 72 | 
|                                                                                 | Competition                                         |  |    | 72 | 
|Item 12. Description of Securities Other Than Equity Securities  Not Applicable |                                                     |  | 73 |   





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##### 



|                                                                                           |                                   |  |    |     |  |  | 
|------------------------------------------------------------------------------------------ | --------------------------------- |  | -- | --- |  |  | 
|PART II                                                                                   
|Item 13. Defaults, Dividend Arrearages and Delinquencies                                   |                                   |  | 73 |    
|                                                                                           | Dividend Record and Policy        |  |    | 73  | 
|Item 14. Material Modification to the Right of Security Holders and Use of Proceeds  None |                                   |  | 73 |    
|Item 15.
Controls and Procedures                                                           |                                   |  | 73 |    
|Item 16. Reserved for Future Use                                                           |                                   |  | 73 |    
|PART III                                                                                  
|Item 17. Financial Statements                                                              |                                   |  | 73 |    
|                                                                                           | Managements Report               |  |    | 75  | 
|                                                                                           | Report of Independent Accountants |  |    | 76  | 
|Item 18. Financial Statements                                                              |                                   |  | 97 |    
|Item 19. Financial Statements and Exhibits                                                 |                                   |  | 97 |    
|                                                                                           | Signatures                        |  |    | 99  | 
|                                                                                           | Certifications                    |  |    | 100 | 
|                                                                                           | Index of Exhibits                 |  |    | 102 | 



|(A) |  | Pursuant to General Instruction G(b) of Form 20-F, this annual report
includes the information specified in Parts I,II,III                                       
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(B) |  | Pursuant to General Instruction (G)(c) of Form 20-F, the registrant has
elected to provide the financial statements and related information
specified in Item 17.





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##### 



FORWARD-LOOKING STATEMENTS

We make statements in this Report and the documents we incorporate by
reference that are considered forward-looking within the meaning of the
Securities Act of 1933and the Securities Exchange Act of 1934. Sometimes these
statements will contain the words such as believes, expects, intends,
plans and other similar words. We intend those forward-looking statements to
be covered by the safe harbour provisions for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995and are
including this statement for the purposes of complying with the safe harbour
provisions. These forward-looking statements reflect our current views which
are based on the information currently available to us and on assumptions we
have made. Although we believe that our plans, intentions and expectations as
reflected in or suggested by those forward-looking statements are reasonable we
can give no assurance that the plans, intentions or expectations will be
achieved. Such forward-looking statements concern the Corporations
operations, economic performance and financial condition. Such statements
involve known and unknown risks, uncertainties and other factors, including
those identified under the Risk Factors section in Item 3 and elsewhere in
this report, that may cause the actual results, performance or achievements of
the Corporation, or industry results, to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, but are not limited to:
differences between estimated and actual mineral and resources reserves and
recovery rates; failure of plant, equipment or processes to operate in
accordance with expectations and specifications; changes to exploration,
development and mining plans due to prudent reaction of management to ongoing
exploration results, engineering and financial concerns; environmental costs;
and fluctuations in gold price which affect the profitability and ore reserves
of the Corporation. These risks and uncertainties are the normal risks involved
in mining. Readers are cautioned not to put undue reliance on forward-looking
statements. See Risk Factors in Item 3, Managements Discussion and
Analysis in Item 5, and elsewhere in Item 4. The forward-looking statements
are made as of the date of this report, and the Corporation assumes no
obligation to update the forward-looking statements or to update the reasons
why actual results could differ from those projected in the forward-looking
statements.

CURRENCY AND METRIC EQUIVALENTS

Unless otherwise indicated, all dollar amounts herein are expressed in
Canadian dollars. Amounts expressed in United States dollars are preceded by
the symbol US$. The following table sets forth, for each of the years
indicated, certain information concerning the exchange rate for translating
Canadian dollars into United States dollars based upon the noon buying rate in
the City of New York for cable transfers in Canadian dollars and certified for
customs purposes by the Federal Reserve Bank of New York.

|     |  |             |        |          |  |      |        |     |  |  |        |  |  |  |        | 
|---- |  | ----------- | ------ | -------- |  | ---- | ------ | --- |  |  | ------ |  |  |  | ------ | 
|     |  | Rate at     |        | Average  |  |      |        |     |  |  |        | 
|     |  | December 31 |        | Rate (1) |  | High |        | Low
|     |  |             |        |          |  |      |        |    
|1998 |  |             | 0.6447 |          |  |      | 0.6746 |     |  |  | 0.7105 |  |  |  | 0.6343 | 
|1999 |  |             | 0.6929 |          |  |      | 0.6728 |     |  |  | 0.6929 |  |  |  | 0.6446 | 
|2000 |  |             | 0.6669 |          |  |      | 0.6726 |     |  |  | 0.6947 |  |  |  | 0.6413 | 
|2001 |  |             | 0.6267 |          |  |      | 0.6459 |     |  |  | 0.6695 |  |  |  | 0.6243 | 
|2002 |  |             | 0.6328 |          |  |      | 0.6373 |     |  |  | 0.6619 |  |  |  | 0.6200 | 



|(1) |  | The average rate means the average of the exchange rates on the last day
of each month during the year.
|--- |  | -------------------------------------------------------------------------------------------------------

On
May 15, 2003, the noon buying rate for Cdn.$1.00 was US$0.7269.

Tonnages referred to in this report are to either short tons equal to
2,000 pounds, referred to herein as tons, or to metric tonnes, equal to 2,204.6
pounds and referred to herein as tonnes or metric tonnes. A reference herein to
ounces means a troy ounce that is equal to 31.103 grams. To convert grams per
tonne to ounces per ton, multiply grams per tonne by 0.029. Distances are
referred to either as miles, equal to 1.6093 kilometres; feet, equal to 0.305
metres; kilometres, equal to 0.621 miles; or metres, equal to 3.28 feet. Acreage
is referred to as acres, which represents 0.4046 hectares;
hectares, equal to 2.471 acres; or square miles equal to 640 acres or 258.99
hectares.

1



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##### 



RESERVE AND RESOURCE ESTIMATES

The reserve and resource estimates, set forth in this document, have been
prepared in accordance with applicable Canadian requirements. Mineral reserves
and resources disclosed in this Report except the updated mineral reserves and
resources at the Joe Mann Mine at December 31, 2002, were previously disclosed
in a March 28, 2001 press release and in the Corporations Joint Management
Information Circular dated May 10, 2001. Such estimates may not qualify as a
commercially mineable ore body under standards promulgated by the U.S.
Securities and Exchange Commission and will not qualify as mineable reserves
unless the economic viability of the project is established and documented in a
final feasibility study.Mineral resources that are not mineral reserves do not
have demonstrated economic viability.

GLOSSARY OF SIGNIFICANT TERMS

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 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.

Measured mineral resource is that part of a mineral resource for which
quantity, grade or quality, densities, shape and physical characteristics, are
so well established that they can be estimated with confidence sufficient to
allow the appropriate application of technical and economic parameters, to
support production planning and evaluation of economical viability of the
deposit. The estimate is based on detailed and reliable exploration sampling and
testing information gathered through appropriate techniques from locations such
as outcrops, trenches, pits working and drill holes that are spaced closely
enough for geological and grade continuity.

Indicated mineral resource is that part of mineral resource for which
quantity, grade or quality, densities, shape and physical characteristics, can
be estimated with a level of confidence sufficient to allow the appropriate
application of technical and economic parameters, to support mine planning and
evaluation of the economic viability of the deposit. The estimate is based
on detailed and reliable exploration and testing information gathered through
appropriate techniques from locations such as outcrops, trenches, pits,
workings and drill holes that are spaced closely enough for geological and
grade continuity to be reasonably assumed.

Inferred mineral resource is that part of mineral resource for which quantity
and grade or quality can be estimated on the basis of geological evidence and
limited sampling and reasonably assumed, but not verified, geological and grade
continuity. The estimate is based on limited information and sampling gathered
through appropriate techniques from locations such as outcrops, trenches, pits,
working and drill holes.

Mineral resource is a concentration or occurrence of natural, solid,
inorganic or fossilized organic material in or on the Earths crust in such
form and quantity and of such grade or quality that it has reasonable prospects
for economic extraction. The location, quantity, grade, geological
characteristics and continuity of mineral resource are known, estimated or
interpreted from specific geological evidence and knowledge.

Qualified person conforms to the definition under National Instrument 43-101,
Standards of Disclosure for Mineral Projectsand is an engineer or a
geoscientist with a least five years of experience relevant to a particular
project. National Instrument 43-101 was developed by the Canadian Securities
Administrators, an umbrella group of Canadas provincial and territorial securities regulators.

2



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##### 



Item 1. Identity of Directors, Senior Managers and Advisors  Not Applicable

Item 2. Offer Statistics and Expected Timetable  Not Applicable

Item 3. Key Information

Selected Financial Data

The following table sets forth selected consolidated financial information
with respect to the Corporation for the five years ended December 31, 2002 and
is extracted in part from the more detailed Consolidated Financial Statements
included herein. The selected financial data set forth below is stated in
thousands of Canadian dollars (except per share amounts)

This selected financial data has been prepared in accordance with Canadian
generally accepted accounting principles (Canadian GAAP) which differs in
many respects from generally accepted accounting principles in the United
States (U.S. GAAP). A discussion of differences between Canadian GAAP and
U.S. GAAP is contained in Note 18 to the audited Consolidated Financial
Statements

The following table should be read in conjunction with Item 5 
Operating and Financial Review and Prospects, and the Consolidated Financial
Statements included in Item 17

FIVE YEAR COMPARATIVE SUMMARY OF SELECTED FINANCIAL DATA

|                                    |  |                                                            |           |      |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  
|----------------------------------- |  | ---------------------------------------------------------- | --------- | ---- |  | ---------- | --------- | ---------- |  | ---------- | --------- | - |  |  | --------- | - |  |  | --------- | -
|                                    |  | (expressed in Canadian dollars unless otherwise indicated)
|Year ended December 31              |  | 2002                                                       |           | 2001 |  | 2000       |           | 1999       |  | 1998      
|                                    |  |                                                            |           |      |  |            |           |            |  |           
|                                    |  | $                                                          |           | $    |  | $          |           | $          |  | $         
|                                    |  |                                                            |           |      |  | (restated) |           | (restated) |  | (restated)
|Operating results (in thousands)    |  |                                                            |           |      |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  
|Metal Sales                         |  |                                                            | 14,691    |      |  |            |          |            |  |            | 15,682    |   |  |  | 22,465    |   |  |  | 36,388    |  
|Loss
from operations                |  |                                                            | (6,799    | )    |  |            | (5,094    | )          |  |            | (44,675   | ) |  |  | N/A       |   |  |  | N/A       |  
|Net Loss                            |  |                                                            | (5,137    | )    |  |            | (4,355    | )          |  |            | (41,875   | ) |  |  | (11,776   | ) |  |  | (30,237   | )
|Cash flow from (used in)
operations |  |                                                            | (4,994    | )    |  |            | (787      | )          |  |            | (13,800   | ) |  |  | (10,277   | ) |  |  | 411       |  
|Capital expenditures                |  |                                                            | 4,256     |      |  |            | 1,789     |            |  |            | 7,196     |   |  |  | 5,088     |   |  |  | 8,141     |  
|                                    |  |                                                            |           |      |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  
|Financial position(in thousands)    |  |                                                            |           |      |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  
|Cash and short-term deposits        |  |                                                            | 3,432     |      |  |            | 2,761     |            |  |            | 4,548     |   |  |  | 18,219    |   |  |  | 41,493    |  
|Money market instruments            |  |                                                            |          |      |  |            |          |            |  |            |          |   |  |  | 7,958     |   |  |  |          |  
|Total assets                        |  |                                                            | 131,733   |      |  |            | 110,356   |            |  |            | 77,960    |   |  |  | 113,530   |   |  |  | 127,198   |  
|Long-term debt                      |  |                                                            | 56,468    |      |  |            | 55,974    |            |  |            | 52,224    |   |  |  | 51,809    |   |  |  | 53,477    |  
|Capital
stock                       |  |                                                            | 30,013    |      |  |            | 24,620    |            |  |            | 125,355   |   |  |  | 125,339   |   |  |  | 123,632   |  
|Shareholders equity                |  |                                                            | 22,360    |      |  |            | 22,102    |            |  |            | 13,468    |   |  |  | 75,673    |   |  |  | 87,469    |  
|                                    |  |                                                            |           |      |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  
|Per share data                      |  |                                                            |           |      |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  
|Net loss per share                  |  |                                                            | (0.13     | )    |  |            | (0.18     | )          |  |            | (2.66     | ) |  |  | (0.75     | ) |  |  | (1.97     | )
|Book value per share                |  |                                                            | 0.50      |      |  |            | 0.68      |            |  |            | 0.85      |   |  |  | 4.82      |   |  |  | 5.65      |  
|                                    |  |                                                            |           |      |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  
|Operations statistics               |  |                                                            |           |      |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  
|Gold production  ounces            |  |                                                            | 32,500    |      |  |            |          |            |  |            | 38,400    |   |  |  | 53,700    |   |  |  | 82,400    |  
|Gold revenue per ounce  US
dollars |  |                                                            | 321       |      |  |            |          |            |  |            | 279       |   |  |  | 276       |   |  |  | 304       |  
|Cash cost per ounce  US dollars    |  |                                                            | 361       |      |  |            |          |            |  |            | 463       |   |  |  | 292       |   |  |  | 255       |  
|                                    |  |                                                            |           |      |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  
|Share outstanding(in thousands)     |  |                                                            |           |      |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  
|At year end                         |  |                                                            | 44,478    |      |  |            | 32,562    |            |  |            | 15,784    |   |  |  | 15,715    |   |  |  | 15,469    |  
|Weighted average during year        |  |                                                            | 40,230    |      |  |            | 23,720    |            |  |            | 15,733    |   |  |  | 15,695    |   |  |  | 15,353    |  
|                                    |  |                                                            |           |      |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  
|Foreign exchange rate  US dollars: |  |                                                            |           |      |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  
|Year end/average                    |  |                                                            | 0.63/0.64 |      |  |            | 0.63/0.65 |            |  |            | 0.67/0.67 |   |  |  | 0.69/0.67 |   |  |  | 0.65/0.67 |  
|High/low                            |  |                                                            | 0.66/0.62 |      |  |            | 0.67/0.63 |            |  |            | 0.69/0.64 |   |  |  | 0.69/0.65 |   |  |  | 0.71/0.63 |  
|                                    |  |                                                            |           |      |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  

On
May 15, 2003, the noon buying rate for Cdn$1.00 was
US$0.7269.

3



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##### 



SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

|                             |  |                                                                       |        |             |  |             |        |             |  |  |        |   |  |  |        |  
|---------------------------- |  | --------------------------------------------------------------------- | ------ | ----------- |  | ----------- | ------ | ----------- |  |  | ------ | - |  |  | ------ | -
|                             |  | (expressed in thousands of Canadian dollars except per share amounts)
|Year ended December 31, 2002 |  | 1st Quarter                                                           |        | 2nd Quarter |  | 3rd Quarter |        | 4th Quarter
|                             |  |                                                                       |        |             |  |             |        |            
|                             |  | $                                                                     |        | $           |  | $           |        | $          
|Metal sales                  |  |                                                                       |       |             |  |             | 3,716  |             |  |  | 3,620  |   |  |  | 7,355  |  
|Loss from operations         |  |                                                                       | (613   | )           |  |             | (1,588 | )           |  |  | (2,790 | ) |  |  | (1,808 | )
|Net loss                     |  |                                                                       | (691   | )           |  |             | (550   | )           |  |  | (2,901 | ) |  |  | (995   | )
|Net loss per share           |  |                                                                       | (0.02  | )           |  |             | (0.02  | )           |  |  | (0.07  | ) |  |  | (0.02  | )
|                             |  |                                                                       |        |             |  |             |        |             |  |  |        |   |  |  |        |  
|Year ended December 31, 2001 |  |                                                                       |        |             |  |             |        |            
|                             |  |                                                                       |        |             |  |             |        |             |  |  |        |   |  |  |        |  
|Metal sales                  |  |                                                                       |       |             |  |             |       |             |  |  |       |   |  |  |       |  
|Loss from operations         |  |                                                                       | (1,943 | )           |  |             | (1,195 | )           |  |  | (875   | ) |  |  | (620   | )
|Net loss                     |  |                                                                       | (2,031 | )           |  |             | (931   | )           |  |  | (995   | ) |  |  | (398   | )
|Net loss per share           |  |                                                                       | (0.13  | )           |  |             | (0.06  | )           |  |  | (0.03  | ) |  |  | (0.00  | )
|                             |  |                                                                       |        |             |  |             |        |             |  |  |        |   |  |  |        |  

Summary of Differences Between US and Canadian GAAP

A reconciliation of the differences between accounting principles
generally accepted in the United States and Canada is presented in
Note 21 of
the consolidated financial statements located at Item 17.

Risk Factors

Mining Risks

The Corporation is subject to the risks typical in the mining business
including uncertainty of success in exploration and development; operational
risks including unusual and unexpected geological formations, rock bursts,
particularly as mining moves into deeper levels, cave-ins, flooding and other
conditions involved in the drilling and removal of material as well as
environmental damage and other hazards; risks that intended production
schedules or estimated costs will not be achieved; and risks of fluctuations in
the price of gold and copper and currency exchange rates.

Gold prices are subject to volatile price movements over short periods of
time and are affected by numerous factors, all of which are beyond the
Corporations control, including expectations for inflation, levels of interest
rates, sales of gold by central banks, the demand for gold, global or regional
political, economic and banking crises and production rates in major gold
producing regions. The aggregate effect of these factors is impossible to
predict with any degree of certainty. Although the Corporation may engage in
some limited hedging from time to time to protect against a portion of the
volatility, the Corporations last forward gold sales contracts expired on
December 31, 2001 and the Corporation is not currently protected against gold
price movements. Any hedging and other activities involving financial
instruments may be subject to margin requirements.

4



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##### 



The
Corporation is currently dependent on only one operation, the Joe Mann
Mine, as the source of its cash flow. At the Joe Mann Mine, the current
operating plan is based on a gold price of US$350 per ounce, a Canadian/US
dollar exchange rate of US$1.00/CDN$1.51 and anticipates cash production costs
(excluding pre-production development, exploration and reclamation costs of
US$269 per ounce. The ability of the Corporation to achieve the cash costs is
largely based on the successful adoption of the operating assumptions and
completion of the exploration and development work contained. Should gold
prices decrease significantly or the US dollar decline significantly compared
to the Canadian dollar or the cash cost be higher than projected, the ability
of the mine to generate cash flow will be impaired.

Development is currently underway on the Copper Rand 5000 Project. The
deepening of the existing shaft has been completed and approximately 2,000 feet
of the 3,800 foot decline ramp had been driven at April 30, 2003. Completion
of the decline ramp is scheduled for the latter half of 2003 and rehabilitation
of the mines infrastructure is currently underway. A total of $28.6 million
has been invested in the project at March 31, 2003. The Corporation expects
commercial production to begin in April of 2004, at an initial rate of
35,000 tons per month and ramping up to 45,000 tons over a mine life of
almost five years based on current mineral resources. However, due to the delay
in commencement of production, additional financing will be required. The
revised total budget is now $53.3 million, an increase of $7.3 million from the
original budget. While initial financing for the Project is in place (as
described on pages 22 to 29), there can be no assurance that all required
financing will be raised nor the development work completed and production
commence on schedule. Discussions are ongoing with the partners in CCR and
potential investors to ensure adequate financing for the completion of the
project.

During 2002, the Corporation reviewed economic studies of the Corner Bay
copper project (see pages 22 to 24) and determined that the project was not
economic at this time. The Corporation monitors the viability of the Corner Bay
Project on an ongoing basis. Depending on the prevailing market conditions,
development work on the Corner Bay Project may be undertaken. There can be no
assurance that the price of copper will reach a level for the project to be
economically viable nor that the Corner Bay Property will be brought into
production.

The figures for mineral reserves and resources presented herein are
estimates and no assurance can be given that the anticipated tonnages and
grades will be achieved or the indicated level of recovery realized. In
addition, no assurance can be given that the gold price on which these
estimates are based can be achieved. See Mineral Reserves and Resources for
the Joe Mann Mine, the Copper Rand Mine and the Corner Bay Property on pages
16, 26 and 31. As well, lead times required for underground stope
preparation and development in mining operations can affect production
decisions and schedules. Gold price fluctuations may render mineral reserves
containing relatively lower grades of mineralization uneconomic. Moreover,
short-term operating factors relating to the mineral reserves, such as the need
for orderly development of ore bodies or the processing of new or different ore
grades may cause the Corporation to be unprofitable in any particular
accounting period.

The Corporation carries insurance to protect against certain risks in such
amounts as it considers adequate. Risks not insured against include political
risk, environmental pollution, mine flooding, landslides or other natural
hazards relating to climate or topography as well as other hazards which cannot
be insured against or which the Corporation may elect not to insure against.

Environmental Matters

During 1995,
proposed amendments to the Québec Mining Actrelating particularly to
rehabilitation and restoration plans came into force. This legislation
required that a rehabilitation and restoration plan be submitted for approval
within one year of the legislation coming into force and that a financial
guarantee be furnished with respect to such plan.

Campbell filed preliminary rehabilitation and restoration plans on March
9, 1996, and has filed additional information required thereunder within the
extensions granted by Québec mining authorities. Annual

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financial guarantees
are required to be filed in connection with the rehabilitation and restoration
plan within 15 days of approval of the plan. The plan for the Joe Mann Mine
site was approved in early 2000 and the first financial guarantee in the amount
of $22,050 was posted on March 3, 2000. An aggregate financial guarantee of
$350,000 is expected to be posted by May 31, 2003. The plan for the Campbell
Mill site is pending approval. The appropriate method of re-mediating acid
spots, which have appeared on fifty hectares of previously re-vegetated
tailings is currently being reviewed. Two alternate methods are being
considered which involve costs ranging from $10,000 to $30,000 per hectare.
Campbell currently estimates that the maximum annual financial guarantees will
range from $154,000 in the first year to $1,871,000 in the fourth year for an
aggregate of $3,517,500. $5,000,000 is currently accrued for the cost of
completing the work contemplated under the rehabilitation plans for both the
Joe Mann Mine site and the Campbell Mill site. It is expected that this cost
will be partially offset by the salvage value of plant and equipment.

As a result of MSVs acquisition of the Portage and Copper Rand Mines in
1993, MSV applied for and obtained certificates of authorization from the
Ministry of the Environment (Quebec) (MENVIQ) to operate the Mines and the Copper Rand Mill, as well as for its waste and tailings
disposal sites under the Environment Quality Act (Quebec). Certificates of
authorization dated December 22, 1993 with respect to the Portage Mine and
March 8, 1994 with respect to the Copper Rand Mine were obtained by MSV from
MENVIQ. MSV holds all other permits required under the Environment Quality Act
(Quebec), the Mining Act (Quebec) and other applicable legislation and
regulations. MSV holds an environmental fund of approximately $3,900,000 as at
December 31, 2002. This amount was set aside for the restoration of the Copper
Rand, Portage, Jaculet and Copper Cliff mining sites when the properties were
acquired from Westminer Canada Limited in 1993. Cost of the restoration plan
is currently evaluated at $3,200,000. At December 31, 2002 the trustee of the
fund had posted a $1,163,000 financial guarantee in respect of the
rehabilitation plan which was approved by Quebec mining authorities.

A
$1,500,000 accrual has been provided in respect of reclamation and
rehabilitation at the Eastmain property. No financial guarantee is required
because the ore was milled at Copper Rand and there are no tailings on the
property. The cost of the rehabilitation plan was estimated at $3,695,000 in
March 1999, and the plan was approved by the Société de développement de la
Baie James and Westminer Canada Limited in the same year. In the event there
is a shortage of funds required to do the rehabilitation and restoration work,
the shortfall will be assumed equally between the Company and the Société de
développement de la Baie James, pursuant to an agreement entered into in 1993.

Item 4. Information on the Company

History and Development of the Company

Campbell Resources Inc. (Campbell or the Corporation) was incorporated
in June 1950 under the laws of British Columbia. On September 8, 1982, the
Corporation was continued under the Canada Business Corporations Actand on
June 8, 1983, in connection with an amalgamation of three other companies, the
name of the Corporation was changed from GM Resources Limited to Campbell
Resources Inc. The Corporations registered office is located at 1155
University, Suite 1405, Montreal, Quebec, H3B 3A7. The telephone and fax
numbers are (514) 875-9033 and (514) 875-9764 respectively.

In May 2000, the Corporations common shares were consolidated (reverse
split) on the basis of one post-consolidation common share for every ten
pre-consolidation common shares.

On December 7, 2000, a strategic decision was made to re-focus on the
Corporations Quebec mining assets, a new President and Chief Executive Officer
was appointed and the Corporations executive office was re-located to
Montréal, Québec.

On June 30, 2001 the Corporation merged, by way of plan of arrangement,
with MSV Resources Inc. (MSV) and GéoNova Explorations Inc. (GeoNova). The
merger was undertaken in order to consolidate the operations of the three
companies in the Chibougamau mining camp

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in northwestern Québec so that the
operating synergies and elimination of multiple public company costs would
contribute to making the Chibougamau operations of the continuing company more
competitive at current gold and copper prices.

The exploration and development plan at the Joe Mann Mine, which commenced
in November 2001, required a total investment of $10 million over a
seventeen-month period which had been invested by March 31,
2003. Progress on this plan enabled the Corporation to gradually resume mining
operations that were suspended in November 2000. Milling operations
re-commenced in February 2002 and commercial production at the Joe Mann Mine
re-commenced on April 1, 2002. The $10 million investment is being partially
funded from cash flow from operations. In the fourth quarter of 2001, the
Corporation committed to invest $4 million from its working capital and other
cash receipts. In addition, a subsidy of $1 million was received from the
Ministère de lÉnergie et des Ressources of the Province of Québec covering the
period up to March 31, 2002 and an additional subsidy of the same amount has
been approved to cover expenditures during the period from April 1, 2002 to
March 31, 2003, of which $800,000 has been received. A $4 million loan from
Investissement-Québec was finalized on May 10, 2002, of which $3.6 million was
drawn down during 2002 and used in part to finance the development and
exploration plan at the Joe Mann Mine. This loan is repayable in quarterly
instalments of $670,000, the first of which was made in the fourth quarter of
2002.

During fiscal 2002, the Corporation also sold the last two tranches of a
$32,400,000 royalty financing on future production from the Joe Mann and Corner
Bay properties for cash receipts of $1.7 million and notes receivable totalling
$16.4 million, as described in Note 4 of the Consolidated Financial Statements.

The royalty will be paid to the unitholder based on the following formula:
the fraction of outstanding royalty units over 4,740 units multiplied by $8 per
ton of ore for the years 2002 and 2003, $14 for 2004, $35 from January 1, 2005
until the net proceeds of the royalty sale plus interest of 10% compounded
annually, exceed the aggregate of all royalty payments, from the date paid to
the date of determination, at 10% compounded annually and $1.50 per ton
thereafter. This royalty may be repurchased at any time on or after July 1,
2007 or at any time that the unit holders are in default. During the first
quarter of 2003, with the decision not to bring the Corner Bay property into
production, Campbell repurchased the royalty units in Corner Bay and
sold additional royalty units in the
Joe Mann Mine. Following this transaction, 4,740 royalty units in the Joe Mann
Mine, the maximum number of units contemplated by the financing, were
outstanding.

In April, 2003, the Corporation entered into an agreement with Rocmec
International Inc. (Rocmec) under which Campbell and Rocmec will introduce
extraction of ore by thermal fragmentation technology at the Joe Mann Mine in
the third quarter of 2003. The agreement covers the extraction of 30,000 tons of
ore and can be renewed by mutual agreement. The entering into this agreement
follows successful completion of a pilot-project, undertaken on surface in the
fall of 2002. Under the pilot-project, 600 tons of ore were extracted from a
gold vein extending from the main deposit.

Introduction of the thermal fragmentation method to the underground
operations of the Joe Mann Mine will begin in a section of the mine which has
already been mined but where narrow gold bearing veins remain, that cannot be
mined by traditional methods. This new method could result in an increase in
mineral reserves and resources as well as a substantial reduction in the
average production cost per ounce. Production by thermal fragmentation could
contribute to an increase in production and, depending on results of this
initial program, could eventually be introduced in other areas of the mine.
The thermal fragmentation method consists of drilling vertical holes, 5.75
inches in diameter and as deep as 20 metres. The drillings follow the
mineralization, at regular intervals, the intervals being determined by the
width of the area to be mined. A burner circulates in each hole, creating a
thermal shock phenomenon, causing the rock to shatter. The process produces a
granular material of up to 1/4 inch that is recovered by a vacuum system.
The material is then stored in closed containers that are transported to the
mill for treatment.

In December 1999, a new company, Corporation Copper Rand Inc. (CCR), was
formed for the purpose of financing the Copper Rand 5000 Project (the
Project). The
Corporation through its wholly-owned subsidiary, MSV originally held a 16%
equity interest and is the operator of the

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Project with its three partners: the
Solidarity Fund QFL, SDBJ and SOQUEM INC., holding 28%, 28% and 28%
respectively. SDBJ, a Quebec government-owned economy-based corporation, has
the mission to further the development of natural resources of the James Bay
territory other than hydroelectrical resources within a perspective of
sustainable development. SOQUEM INC. is a division of SGF Minéral inc., which
is a subsidiary of the SGF (a Quebec government-owned corporation).
Investissement-Québec is a government corporation with a full range of
resources to both attract foreign investment and support the development of
Québec-based companies of all sizes in order to create jobs. It makes use of
significant financial levers to promote investment projects that meet the
governments economic development priorities. The mission of the SGF is to
carry out economic development projects in co-operation with partners and in
accordance with accepted requirements of profitability, in particular in the
industrial sector.

The Project, as finally approved, included: the transfer of MSV assets
valued at $10,000,000 in return for a 16% interest in CCR, the possible
issuance of unsecured 8% convertible debentures by MSV for a maximum of
$15,000,000, the possible issuance of shares of MSV exchangeable into up to
21,512,195 Common Shares of the Corporation in consideration of the exchange of
interests held by the partners in CCR, the possible issuance of 2,439,025
Common Shares of the Corporation to Investissement-Québec and the set-up of a
guarantee by MSV in favour of Investissement-Québec. All Common Shares are to
be issued at a minimum price of $1.025 per share and convertible debentures
have a conversion price of $1.025 per share.

In July 2001, in accordance with the terms of their initial investment,
SOQUEM and SDBJ exchanged a 5% interest in CCR into convertible debentures of
MSV increasing MSVs interest in CCR from 16% to 26%. MSV issued an aggregate
of $2.5 million of debentures bearing interest at a base rate of 8% annually,
escalating based on metal prices and CCRs production levels. The debentures
are convertible into Campbell Common Shares at a conversion price of $1.025 per
share.

Investissement-Québec has provided to CCR a loan and credit facility to
fund the Project up to a maximum of $22 million, of which $16.5 million had
been drawn at March 31, 2003. The loan provides that interest payment
commences in March 2003 and repayment commences in June 2003 (in 16
quarterly payments. The facility is secured by a charge on the assets of CCR excluding
inventory and receivables. As promoter and manager of the Project, MSV has
guaranteed the Investissement-Québec loan. CCR has received a subsidy of
$840,000 from Québec Ministry of Natural Resources and is eligible to receive
$1,200,000 from the Centre local demploi (CLE) in training grants and
$3,000,000 in mining tax credits.

The initial project consisted of two phases. Phase I included the
deepening of the shaft to a depth of 3940 feet and the access to the ore via a
3900 feet decline at the 4550 level. The total cost of Phase I was estimated
at $39,000,000. Phase II included the continuation of the decline to access
the 5000 level. The cost of Phase II was estimated at $7,000,000 and was to be
financed from operating flows.

In early
2002, the Project was modified to eliminate most of the second phase by
deepening the shaft by an additional 170 feet, eliminating most of the cost of
the second phase. As of December 31, 2002 the deepening of the shaft and
development of the 4150 level have been completed. Work on the 3,800 foot
decline has begun with approximately 2,000 feet completed at April 30, 2003.
Once the ramp and ventilation raise are completed, work will begin on installing the conveyor
ramp followed by pre-production development and the
paste fill plant. Commercial production is expected to commence in April 2004
at an initial rate of 50,000 ounces of gold and 8,000 tons of copper. However,
due to the delay in commencement of production, additional financing will be
required. The revised total budget is now $53.3 million, an
increase of $7.3 million from the original budget. The increase is primarily due to the
following factors; the additional 170 foot deepening of the main shaft,
unplanned underground rehabilitation work, rehabilitation work on the mill
required due to the inactivity since the 1997 shutdown, major mechanical repairs to
the hoist, required training programs, the delays due to a lower than forecast
rate of mine development, and the impact of fixed costs during the delay in
commencement of production. Discussions are ongoing with the partners in CCR
and potential investors to ensure adequate financing for the completion of the
project. A total of $28.6 million has been invested in the project at March 31,
2003.

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All the labour agreements for both the Joe Mann and Copper Rand Mines were
renewed in 2001 for a minimum period of three years. Production employees at
Joe Mann Mine accepted reductions in salary linked to variations in the price
of gold. The Corporation also negotiated cost reductions with service
providers

During
fiscal year 2001, the Corporation raised $500,000 through the
completion of a private placement of 1.2 million common shares and a warrant
for the purchase of an additional 1.2 million common shares at $0.49 per share.
This warrant was exercised during the first quarter of 2002 to raise an
additional $570,000.

In May
2002, the Corporation raised approximately $5.4 million, after fees
and expenses, through private placements consisting of 9,630,770 units at $0.60
per unit, each unit consisting of one common share and a 1/2 share purchase
warrant. Each whole share purchase warrant was exercisable for one common share
at $0.80 per share for one year and expired on May 15, 2003.

On October 8, 2002, Strateco Resources Inc. (Strateco) signed a final
agreement with GéoNova Explorations Inc., under which Strateco has the option
to acquire a 50% interest in the Discovery gold project. The agreement was
subject to a due diligence study, which was completed for Strateco to its
satisfaction by the Toronto engineering firm of Steffen Robertson and Kirsten
(Canada) Inc. (SRK). SRK also conducted a regional structural study and a
structural study of the Discovery zone for Strateco. The agreement provides
for Strateco to acquire its 50% interest in the Discovery project by funding
$4,500,000 in exploration over four years, including $750,000 the first year,
and by issuing 600,000 common shares of Strateco with 300,000 issued upon
signature. Each share will be accompanied by half a warrant valid for a period
of 24 months. One warrant enables its holder to acquire one share of Strateco
at a 20% premium over the average weighted price on the TSX Venture Exchange
over the ten days preceding the date of issuance. Strateco has completed 2,000
metres of drilling in late 2002, which was followed by a program of about
10,000 metres of drilling commenced in 2003, aimed at testing the known
gold-bearing zones at depth and laterally in order to increase the resource.

During fiscal 2001, the Corporation entered into an option agreement to
sell its Mexican subsidiary, Oro de Sotula, S.A. de C.V. that held the Santa
Gertrudis property to Queenstake Resources Ltd. (Queenstake). This option was
exercised effective January 31, 2002. Queenstake assumed full
liability for proper abandonment and reclamation of the Santa Gertrudis property and has
agreed to indemnify that Corporation with respect to all environmental
obligations. The transaction provided that the Corporation could receive up to
US$2 million depending on future events as outlined in Note 14 of the financial
statements, plus a 1% net smelter returns royalty on any future production from
the property and a one third share of any proceeds from a further sale of the
Santa Gertrudis property by Queenstake. In September 2002, the Corporation
received US$150,000 through the issuance of 978,500 shares of Queenstake,
pursuant to a provision note triggered at a gold price of US$330 as described
in Note 14. These shares were sold for net proceeds of $430,000, during the
first quarter of 2003. Subsequent to year-end, payment of the second note was
triggered and the Corporation received a further 1,194,531 shares of Queenstake
Resources Limited.

In November 2002, the Corporation sold its other Mexican subsidiary,
Recursos Escondidos, S. A. de C. V., holder of the Roca Roja Property to
International Coromandel Resources Ltd. (Coromandel). As consideration for
the sale, the Corporation received 50,000 common shares of Coromandel, a 1% net
smelter returns royalty and a royalty of US$0.10 per ton of ore mined up to a
maximum of US$2 million in respect of any future operations on the property.
Coromandel assumed full liability for proper abandonment and reclamation of the
Roca Roja property and indemnified the Corporation with respect to all
environmental obligations.

In 2002, Queenstake sold the property to Coromandel and under the
agreement between Corporation and Queenstake, the Corporation received one
third of the consideration consisting of 120,769 shares of Coromandel and a
2/3% net smelter return royalty on the Santa Gertrudis property.

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Effective December 31, 2001, the Corporation sold its Panamanian
subsidiary, Minera Cerro Quéma, S.A. As consideration the buyer replaced
US$345,000 of mining and reclamation bonding in favour of the Panamanian
Government, and released and indemnified the Corporation from all environmental
responsibilities. The Corporation was also granted a 9% royalty on future net
profits. The gain on disposition of this subsidiary amounted to $49,000.

Business Overview

Campbell is a gold and copper mining company operating principally in
northern Quebec. The two main assets of the Company are the Joe Mann Mine and
Copper Rand Mine. Campbell owns 100% of Joe Mann Mine. Campbell also owns 26%
of the Copper Rand Mine and has an option to increase its ownership to 50%,
with a right to first refusal on the other 50%. The Copper Rand 5000 Project
is underway to deepen the mine and develop new infrastructure between the 4000
and 5000 foot levels. The mine should be ready to resume production in April
of 2004 (See page 26).

The Joe Mann Mine, an underground gold mine owned by Meston Resources
Inc., a wholly-owned subsidiary of the Corporation, is located near the town of
Chibougamau which is approximately 350 miles north of Montreal, Quebec. The
Joe Mann Mine was brought into production by Campbell in 1987.

During 1999, as production moved to lower levels, operations were
significantly affected by ground control problems and excessive dilution. The
resulting higher cash operating costs along with the low gold price, resulted
in the temporary suspension of development and mining operations in October
1999 to permit re-evaluation of the economic viability of the Joe Mann Mine and
development of a new mining plan. A mining plan, which provided for a change
in the mining method from shrinkage and longhole to cut-and-fill, was adopted
in November 1999, and production resumed in April 2000. Significant operating
problems were encountered in implementing the cut and fill mining method and on
November 10, 2000, operations were again temporarily suspended.

Following suspension of operations in November 2000, studies on mining and
geological reserves and resources were completed. As well, a new mining plan
was established in light of certain assumptions. In this new plan, a
combination of long hole drilling and shrinkage stopes will be applied thus
substantially reducing operating costs from those realized in the final months
of operation in 2000. Agreements were reached with the various unions
representing the mine and treatment plant workers on a number of concessions
the Corporation deemed necessary to the resumption of operations.

Since December 2000, a review of mineral resources and reserves was
carried out, and a development and exploration plan was prepared to permit
resumption of operations based on certain assumptions. Strategies were
initiated to ensure that the exploration and development work was properly
funded.

On November 5, 2001, Campbell announced the beginning of this exploration
and development work. Progress on these activities allowed for the resumption
of mining operations in the first quarter of 2002 with a daily production rate
of 1,040 tons on a five-day per week basis.

The mining reserves and resources used in the mining plan were comprised
of 630,000 tons grading an average of 0.287 ounces per ton Au and 0.25% Cu to
be mined over a 33-month period (these mineral reserves and resources were
previously disclosed in a March 28, 2001 press release and in the Joint
Management Information Circular dated May 10, 2001). A $5,000,000 exploration
program was undertaken, of which $4,800,000 has been carried out at March 31,
2003. This exploration program has provided additional tonnage, ensuring a
longer production period for the Joe Mann Mine.

Production resumed at the Joe Mann Mine during the first quarter of 2002
at a daily production rate of 1,040 tons on a five-day per week basis.
Production for the year reached 158,600 tons yielding 27,776 ounces of gold,
12,000 ounces of silver and 502,000 pounds of copper.

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At the Copper Rand Project, the deepening of the shaft and development of
the 4150 level have been completed at December 31, 2002. Work on
the 3,800 foot decline has begun with approximately 2,000 feet completed at April 30,
2003. A total of $28.6 million has been invested in the project at March 31,
2003. Once the decline ramp and ventilation raise are completed, work will begin on installing the
conveyor followed by pre-production development. Commercial production is expected to commence in
April 2004 at an initial rate of 50,000 ounces of gold and 8,000 tons of
copper. However, due to the delay in commencement of production, additional
financing will be required. The revised total budget is now $53.3 million, an
increase of $7.3 million from the original budget. Discussions are ongoing with
the partners in CCR and potential investors to ensure adequate financing for
the completion of the Project.

In fiscal 2003, Campbell will focus on optimizing gold production at the
Joe Mann Mine as well as the ongoing development of the Copper Rand Project. In
addition, it will pursue the introduction of thermal fragmentation at its Joe
Mann Mine, the exploration and development of the nearby Meston Lake property
and the exploration activities at its Joe Mann Mine and the Discovery project
through its partner Strateco Resources Inc.

This map of Québec shows the locations of the mines and principal exploration
properties of the Corporation.

Campbell Properties

Map showing property locations Northwestern Quebec available on the Corporation's Website www.campbellresources.com and in its 2002 Annual Report to Shareholders

|                                                               |  |                                                  |  |                                                            
|-------------------------------------------------------------- |  | ------------------------------------------------ |  | -----------------------------------------------------------
|1 Pitt Gold
2 Berthiaume Syndicate
3 Discovery
4 Bachelor Lake |  | 5 Chevrier
6 Gwillim
7 Joe Mann Mine
8 Cedar Bay |  | 9 Copper Rand Mine
10 Corner Bay
11 Eastmain
12 Lac Harbour

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The Corporation sells metals on international markets at prices that
fluctuate daily based on world market supply and demand and is in competition
with other mining companies, insofar as they produce the same product, in a
market where price and quality advantages cannot be claimed by any of the
market participants.

Factors that allow producers to remain competitive in the market over the
long-term are the quality (grade, metallurgy, etc.), and size of the orebody,
cost of production and the proximity to market. In all these factors the
Corporation is competitive to greater or lesser degrees; but because of the
number of companies and variables involved, no individual or group of producers
can be pointed to as being in direct competition with Campbell.

Except as otherwise noted herein, there have been no recent changes with
respect to properties which the Corporation owns, or in which it has
significant interests, which have materially affected operating profits.
Except as herein noted, to the knowledge of the Corporation, it and its
subsidiaries are in compliance with all environmental laws and regulations in
effect in all jurisdictions in which operations are being conducted.

Campbell Debentures

In July, 1994, concurrent with the acquisition of Santa Gertrudis, the
Corporation entered into an underwriting agreement with First Marathon
Securities Limited pursuant to which the Corporation sold US$11,005,000
aggregate principal amount of 7 1/2 % Convertible Subordinated Debentures
(Unsecured) (the 7 1/2 % Debentures). The 7 1/2 % Debentures will mature
on July 21, 2004, the tenth anniversary of their date of issue. The 7 1/2 %
Debentures are convertible at the option of the holder into Common Shares at
any time prior to maturity at a conversion price of US$5.00 per Common Share.
The 7 1/2 % Debentures are redeemable for cash at any time after the fifth
anniversary of the date of issue and, at the Corporations option, may be
redeemed in Common Shares on the basis of one Common Share for each US$5.00 of
7 1/2 % Debenture principal being redeemed. The right of the Corporation to
redeem the 7 1/2 % Debentures for cash or Common Shares is conditional on the
average price of the Common Shares exceeding US$5.00 during a period of 20
consecutive days prior to notice of redemption. The Corporation may, at its
option, repay the 7 1/2 % Debentures at maturity by issuing Common Shares of
the Corporation at the conversion price of US$5.00 per Common Share (on a
post-consolidation basis). At March 31, 2003, debenture holders had converted
US$8,454,000 of debenture principal into 1,690,800 Common Shares (on a
post-consolidation basis). Debentures in the amount of US$2,551,000 remain
outstanding as of March 31, 2003.

Meston Debentures and Preference Shares

During 1991, a predecessor of Meston entered into a corporate
restructuring and financing arrangement (the 1991 Financing) in which it
issued to a group of Canadian financial institutions $38,000,000 of Guaranteed
Subordinate Debentures and Notes (the Guaranteed Debentures) and $12,000,000
of Guaranteed Non-Cumulative Redeemable Retractable Preferred Shares (the
Preferred Shares) and renounced Canadian development expenses. The
Guaranteed Debentures bear interest at varying rates and are repayable upon
maturity in 2007. The Preferred Shares are retractable in 2007. In order to
secure the obligations in respect of the Guaranteed Debentures and the
Preferred Shares, Meston Investments Limited, a subsidiary of Meston entered
into an Interest Rate and Currency Exchange Swap Agreement (the Swap
Agreement) with a major international bank (the Bank) and irrevocably
assigned all amounts receivable under the Swap Agreement directly to the
investors. The proceeds of the Swap Agreement will be used to make all
interest payments, repay the Guaranteed Debentures upon maturity and retract
the Preferred Shares. Accordingly, the Bank is primary obligor under the 1991
Financing and Meston is contingently liable should the Bank fail to perform
under the agreements. The Guaranteed Debentures are subordinate to all current
non-trade and future senior indebtedness of Campbell and its subsidiary.

The mineral development expenditures which were renounced to the investors
in 1991 were based, in part, on independent valuations of certain related
mineral properties. Canada Customs and Revenue Agency (CCRA) has challenged
certain of those valuations, and disallowed certain of the renounced
flow-through deductions to certain of the investors. Meston may be
contingently liable for certain losses or damages to investors, if any, that
may result if CCRA is ultimately successful in its challenges.

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Organizational Structure

Inter-Corporate Relationships

The following chart illustrates the principal subsidiaries of Campbell,
together with the jurisdiction of incorporation of each company and the
significant properties held by each company:

(RELATIONSHIP CHART)



---

1    See
discussion of agreement with Strateco Resources discussed on page 9
above.


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Employees

Campbell and its wholly owned subsidiaries employed approximately 273
persons as of December 31, 2002, of which 202 were covered by collective
bargaining agreements. The relationship of Campbell and its subsidiaries with
their employees and contractors is considered by Campbell to be satisfactory.
During 2002, 2001 and 2000, there were no material strikes or walkouts.

All collective agreements have been renewed for three years. The
collective bargaining unit at the Joe Mann Mine is represented by Le Syndicat
des Travailleurs-euses de la Mine Meston (CSN). Collective agreements with
the Métallurgistes Unis dAmérique cover the Campbell Mill, the Copper Rand
Mine and Mill and the Eastmain Property.

Property, Plants and Equipment

Business of Meston

Joe Mann Mine

History

The Joe Mann property was acquired in July 1980 by Meston Lake Resources
Inc. (Meston Lake), a predecessor of Meston Resources Inc. (Meston), a
wholly owned subsidiary of Campbell. The original deposit was discovered in
1950. A three-compartment exploration shaft was sunk and some 859,000 tons of
ore grading 0.176 oz/ton of gold had been mined and milled until June 1975 when
rising costs coupled with poor recoveries prohibited further mining.
Subsequently, Meston Lake acquired the mine and the shaft was dewatered in 1980
before financial problems put a halt to the operation.

Campbell became involved in the Joe Mann property in 1983 when it acquired
a minority position in Meston Lake and entered into a management agreement
under which it designed and implemented an exploration program and aided in the
financing of this program with the objective of determining the commercial
viability of the project. The mine was dewatered in early 1985 and in June of
that year, an underground exploration program began. The exploration program
resulted in the discovery of 800,000 tons of ore reserves and prompted the
decision to re-start production. Commercial production began on April 2, 1987.
During 1987, Campbell also increased its ownership in the mine to 100%. The
mine was in continuous operation from 1987 until November 1999. As part of an
expansion plan in 1989, a new shaft, the No. 2 shaft, was sunk to a depth of
2,050 feet.

During 1992, the No. 2 shaft was deepened to a depth of 2,676 feet. This
deepening project opened up four new levels between the 1825 and 2350 levels.
To date, the deposit has been mined along a 3,000 foot strike length to a depth
of 2,350 feet and remains open at depth. During 1997 and 1998, the No. 2 shaft
was further deepened by 1,081 feet to a depth of 3,757 feet to permit six new
levels to be mined. This project was completed in July 1998 at a cost of $13.1
million, approximately $1.4 million less than budget. The No. 2 production
shaft is constructed to permit future deepening without interruption of
production.

During 1999, as production moved to the lower levels, operations were
significantly affected by ground control problems and excessive dilution.
Resulting higher cash operating costs compelled management to temporarily
suspend development and mining operations to permit re-evaluation of the
economic viability of the Joe Mann Mine and development of a new mine plan.
Mining operations resumed in April 2000, under a new mine plan using the cut
and fill mining method. While this mining method achieved improved ground
conditions; it resulted in lower than expected productivity and prohibitively
high operating costs. With the assistance of external consultants, efforts
were made through mid-November to achieve profitable operating levels. In the
month of October, production reached

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5,000 ounces; however, the cash cost was US$330 per ounce. Given
the low gold price and the operating problems, the decision was taken on
November 10, 2000 to again temporarily suspend operations.

In the period following this decision, mineral resources and reserves were
reviewed and an Exploration and Development Plan (the 2001 Plan) for the
resumption of operations was prepared. Management also considered various
strategies to ensure that the future exploration and development requirements
of the mine would be properly funded. The 2001 Plan was presented to the Board
of Directors on March 14, 2001. The 2001 Plan concluded that current
development was insufficient to permit the required production rates to be
achieved and maintained and that a development and long-term exploration
program was required to permit planning and development between the 2350 and
3400 foot levels. The exploration and development plan at the Joe Mann Mine,
commenced in November 2001 and will be completed over a seventeen-month period.
Progress on these programs enabled the Corporation to gradually resume mining
operations in April, 2002. Milling operations re-commenced in February, 2002.

Location, Access and Ownership

The Joe Mann Mine is located approximately 40 miles south of Chibougamau,
Quebec which is approximately 350 miles north of Montreal. The property
consists of mining concessions and a mining lease covering 90 hectares, a
mining lease covering 14.8 hectares and 24 mining claims covering approximately
400 hectares. In addition, Meston holds 227 mining claims covering
approximately 3,400 hectares outside of the Joe Mann Mine area. The property is
accessed from Chibougamau by road. Highway 167 leads to the gravel mine access
road, which is approximately 12 miles in length and is serviced by Meston.

Under Quebec mining law, Campbells interest in the mining concessions and
lease is maintained in good standing by payment of an annual rental fee of
$37.00 per hectare or by the completion of $37.00 of exploration and
development work annually per hectare. As to mining claims, a fee of $23.00
per claim must be paid and $1000 of exploration work incurred every two years.
Exploration expenses may be carried forward to future years and may be applied
to claims within a 3.2 square kilometre block distance. Current work credits
will entitle Campbell to retain currently held mining claims for in excess of
twenty years. Under the exploration agreements with SOQUEM described under
Mineral Exploration PropertiesChibougamau Exploration Properties on page
20, SOQUEM reimburse Meston its share of the annual fees necessary to keep 146
mining claims in good standing.

Geology

The deposit represents a classic Archean vein-type deposit with
gold-copper mineralization hosted by quartz veining within three laterally
continuous shear systems. In the mine area, the rocks consist predominantly of
mafic lavas intruded by gabbro sills and feldspar porphyry dykes. The
intrusives appear to have been introduced along a prominent east-west break
structure. The gabbro sills which are moderately magnetic are traceable over
widths of 400 to 600 feet and for at least thirty miles along strike. Many
late diabase dykes of varying thicknesses crosscut the sequence and strike
northeast.

Two principal veins account for almost 85% of the known mineral reserves
and 90% of production contemplated by the 2001 Plan. The Main Vein is located
north of the shaft and has an east-west strike length of approximately 3,000
feet with an 80-degree dip to the north. The Main Vein contains about 87% of
the reserves. The South Vein accounts for 13% of reserves and is located about
350 feet south of the Main Vein between the No. 1 shaft and the No. 2
production shaft. The South Vein has a strike length of about 3,000 feet in an
east-west direction and a north dip and appears to weaken below the 2750 level.

Exploration on the 2575 level, initiated in the fall of 1998, encountered
positive results approximately 1000 feet east of the shaft and led to the
discovery of a new zone situated north of the Main Vein. At present, it is
thought that the mineralization of the new ore zone is spatially and
genetically related to a large quartz-feldspar porphyry dyke. There are two
limbs of high-grade ore mineralization that occur at the northern and southern
contacts between the porphyry dyke and a sheared gabbro. During 1999, definition drilling
indicated an extension of a high grade zone in the hanging wall of the Main
Zone between the 2750 and 3100 levels. Definition drilling is continuing
between the

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2250 and 3450 levels in order to outline additional mineral
reserves and resources and confirm grade and potentially identify wider zones
in this area.

Mineral Reserves and Resources

Mineral reserves and resources at the Joe Mann Mine were reviewed
extensively by management following the temporary suspension of mining
operations in November 2000.

The following table summarises undiluted mineral reserves and resources
estimated by management and calculated at December 31, 2002 on the basis of a
gold price of US$350 and a US/Canadian dollar exchange rate of $1.51 and at
December 31, 2001 and 2000 on the basis of a gold price of US$280 per ounce.
The mineral reserves at December 31, 2000 were confirmed, with limited
independent sampling and testing, by Met-Chem Canada Inc., independent
geological and mining consultants, in a report to Campbell dated April 12,
2001.

|         |  |                   |         |                   |  |                   |       |                |  |      |         |                |  |  |       |  |  |  |         |  |  |  |       | 
|-------- |  | ----------------- | ------- | ----------------- |  | ----------------- | ----- | -------------- |  | ---- | ------- | -------------- |  |  | ----- |  |  |  | ------- |  |  |  | ----- | 
|         |  | Mineral Reserves 
|         |  |                  
|         |  | December 31, 2002 |         | December 31, 2001 |  | December 31, 2000
|         |  |                   |         |                   |  |                  
|         |  | Tons              |         | Grade (oz./ton)   |  | Tons              |       | Grade (oz/ton) |  | Tons |         | Grade (oz/ton)
|         |  |                   |         |                   |  |                   |       |                |  |      |         |               
|Proven   |  |                   | 170,300 |                   |  |                   | 0.246 |                |  |      | 236,200 |                |  |  | 0.286 |  |  |  | 236,200 |  |  |  | 0.286 | 
|Probable |  |                   | 396,600 |                   |  |                   | 0.271 |                |  |      | 91,500  |                |  |  | 0.350 |  |  |  | 92,500  |  |  |  | 0.350 | 
|         |  |                   |         |                   |  |                   |       |                |  |      |         |                |  |  |       |  |  |  |         |  |  |  |       | 
|Total    |  |                   | 566,900 |                   |  |                   | 0.264 |                |  |      | 327,700 |                |  |  | 0.304 |  |  |  | 327,700 |  |  |  | 0.304 | 
|         |  |                   |         |                   |  |                   |       |                |  |      |         |                |  |  |       |  |  |  |         |  |  |  |       | 

|          |  |                                        |         |                   |  |                   |       |                |  |      |           |                |  |  |       |  |  |  |           |  |  |  |       | 
|--------- |  | -------------------------------------- | ------- | ----------------- |  | ----------------- | ----- | -------------- |  | ---- | --------- | -------------- |  |  | ----- |  |  |  | --------- |  |  |  | ----- | 
|          |  | Mineral Resources (excluding reserves)
|          |  |                                       
|          |  | December 31, 2002                      |         | December 31, 2001 |  | December 31, 2000
|          |  |                                        |         |                   |  |                  
|          |  | Tons                                   |         | Grade (oz./ton)   |  | Tons              |       | Grade (oz/ton) |  | Tons |           | Grade (oz/ton)
|          |  |                                        |         |                   |  |                   |       |                |  |      |           |               
|Measured  |  |                                        | 86,500  |                   |  |                   | 0.244 |                |  |      | 215,000   |                |  |  | 0.349 |  |  |  | 215,000   |  |  |  | 0.349 | 
|Indicated |  |                                        | 769,700 |                   |  |                   | 0.314 |                |  |      | 1,080,000 |                |  |  | 0.319 |  |  |  | 1,080,000 |  |  |  | 0.319 | 

Notes:



|1. |  | These estimates were verified internally by Linda Desjardins, a Qualified
Person who has been employed as a geologist in the Chibougamau area since
1988.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Details and parameters of mineral resource calculations at December 31,
2000, 2001 and 2002.                                                             

|                                            |  |                          |  | 
|------------------------------------------- |  | ------------------------ |  | 
|Calculation method                          |  | Data bloc modelling     
|                                            |  |                         
|Cut off grade                               |  | 0.175 oz Au/T           
|High-grade cut (Cu)/(Au)                    |  | NA / 2.0 oz             
|Dilution                                    |  | 5 ft. min. horz. Width  
|Mill recovery(Cu)/ (Au) 2000, 2001, (2002)  |  | 98% / 94% (95%)         
|Price assumption (Au Cu) 2000, 2001, (2002) |  | US$280/ oz  (US$350/ oz)
|Exchange rate Can $/ US$2000, 2001, (2002)  |  | 0.65 (0.667)            

The total estimated proven and probable mineral reserves at the Joe Mann
Mine increased by 169,100 tons from 327,700 tons at December 31, 2001 to
566,900 tons at December 31, 2002. After taking into account production during
2002 of 158,600 tons grading 0.234 ounces per ton, the total proven and
probable mineable reserves increased on a net basis during this period by
397,800 tons.

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With the suspension of operations during 2001, there were no changes in
the mineral reserves and resources from December 31, 2000. The total estimated
proven and probable mineral reserves at the Joe Mann Mine increased by 25,831
tons from 301,869 tons at December 31, 1999 to 327,700 tons at December 31,
2000. After taking into account production during 2000 of 138,000 tons grading
0.208 ounces per ton, the total proven and probable mineable reserves increased
on a net basis during this period by 163,831 tons.

2001 Plan

The 2001 Plan contemplated a resumption of mining operations, following
the completion of approximately four months of development work needed to open
up a sufficient number of work sites to permit the operation to reach and
maintain the minimum economic production rate. This lateral development work
commenced in November 2001 at a cost of approximately $1.5 million. The 2001
Plan provided for a long-term development program extending over a 30-month
period providing for a production period of four and a half years. The total
program involved approximately 41,000 feet of development including 20,000 feet
of drifting, 10,000 feet of raising and 11,500 feet of sub levels at an
estimated cost of $7.5 million.

The 2001 Plan also assumed that an initial $5 million exploration program
would be undertaken on the Main Vein and on the West Zone providing sufficient
information for the development and planning of work sites in the Main Vein
between the 2350 and 3400 foot levels.

Mining and milling is carried out on a five day per week schedule with the
mill operating 18 to 20 days per month. The 2001 Plan calls for a daily mine
production rate of 1,040 tons on a five-day per week basis.

Exploration in 2002 will focus on delineating additional reserves along
dip extensions and within parallel shears to permit production to continue
beyond mid 2004. Continuity of gold mineralization has been confirmed to a
depth of 3,500 feet, 600 feet below the current deepest production level of the
mine and mineralization remains open at depth.

West Zone

In addition to ore from the Main and South Veins, which are situated east
of the production shaft, the prior mine plan included some initial production
from the West Zone between the 1650 and 1825 levels of the mine. By mid-1999,
results from the West Zone were disappointing with the grade being inconsistent
and lower than expected. As a consequence, development in the West Zone was
suspended. As part of the 2001 Plan, an exploration drift to the West at the
2925 foot level was proposed. Five twenty-five foot bases, five hundred feet
apart are allowing drilling coverage from levels 2350 to 3450 on a lateral
length of 2300 feet. The South Vein, situated between the exploration drift
and the target zone, is also evaluated further. This area has had little
exploration to date and the goal is to increase the tons per vertical foot
between the 2350 and 3450 levels which would allow an increase in the
production rate in coming years. Work in this area resumed in April, 2003
having been suspended in 2002.

Mining

The production capacity of the No. 2 shaft system is estimated to be 2,000
tons per day assuming 12 hours of hoisting per day. During 1999, the No. 1
shaft was withdrawn from service. Mucked ore is passed through a rock breaker
then hoisted to the surface. All production and development ore is hoisted
from the No. 2 production shaft to the surface. The equipment used in the
mining operations was regularly maintained and kept in good working order
during the temporary suspension of mining operations in 2001.

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The current operating plan calls for the use of a combination of long hole
and a limited number of cut and fill and shrinkage stopes. In 2003 the long
hole method, estimated to comprise approximately 65%, will be used in the Main
and North Zones with three sub levels that would limit hole lengths to 15 to 18
metres and control the size of work site openings. In 2003, development ore is
expected to represent approximately 21% of production. This approach should
provide better ground conditions and thereby control dilution. In the South
Vein where ground conditions are more difficult, the cut and fill method is
proposed for approximately 12% of the mining, with the Alimak method comprising
approximately 10%, to be used in certain stopes.

Introduction of the thermal fragmentation method to the underground
operations of the Joe Mann Mine will begin in a section of the mine which has
already been mined but where narrow gold bearing veins remain, that cannot be
mined by traditional methods. This new method could result in an increase in
mineral reserves and resources as well as a substantial reduction in the
average production cost per ounce. Production by thermal fragmentation could
contribute to an increase in production and, depending on results of this
initial program, could eventually be introduced in other areas of the mine.

Until mid-1999, mining was predominantly carried out using the shrinkage
stope mining method. In 1999, approximately 50% of the ore came from the
shrinkage stopes, 31% from longhole stoping, and 19% from development and
recovery muck. With the change in mining method in 2000, 45.4% of mining was
from cut and fill stopes, 25.5% from long hole stopes and 28.4% from
development muck.

The following table sets out production from the Joe Mann Mine for the
past three years:

Joe Mann Mine
Production Summary
Year ended December 31

|                                              |  |         |         |      |  |         |     |  |  |  |         | 
|--------------------------------------------- |  | ------- | ------- | ---- |  | ------- | --- |  |  |  | ------- | 
|                                              |  | 2002(1) |         | 2001 |  | 2000(1)
|                                              |  |         |         |      |  |        
|Tons Milled                                   |  |         | 134,328 | (4)  |  |         | N/A |  |  |  | 138,000 | 
|Gold Grade (oz./ton)                          |  |         | 0.236   |      |  |         | N/A |  |  |  | 0.208   | 
|Copper Grade (%)                              |  |         | 0.26    |      |  |         | N/A |  |  |  | 0.22    | 
|Gold Produced (ounces)                        |  |         | 32,500  | (3)  |  |         | N/A |  |  |  | 26,300  | 
|Copper Produced (000s lbs.)                  |  |         | 502     |      |  |         | N/A |  |  |  | 550     | 
|Cash Operating Costs(2) (US$ per oz. of gold) |  | $       | 361     |      |  |         | N/A |  |  |  | $465    | 

Notes:



|(1) |  | Mining operations resumed in April 2000 and were temporarily
suspended on November 10, 2000. Mining operations were again resumed in
April, 2002.                                                                                      
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Operating costs include all on-site mining, processing and
administrative costs, net of copper and silver by-product credits and
for 2002, represent cash operating costs since the resumption of
commercial production in April, 2002.
|   
|(3) |  | Includes 4,710 ounces produced during the development period.                                                                                                                                                                          
|   
|(4) |  | Excludes 24,000 tons of
development tonnage.                                                                                                                                                                                           

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Milling

Ore from the Joe Mann Mine is transported approximately 40 miles by truck
to Campbells Campbell Mill for processing. The Campbell Mill was commissioned
in 1955 and is regularly maintained and is in good working order. During 2000,
the gold recovery rate at the Campbell Mill, which processed ore from the Joe
Mann Mine, was 93.1% and the copper recovery rate was 95.4% compared to 94.2%
and 95.4% respectively in 1999. The mill process includes three separate
circuits; a gravity circuit, a flotation circuit and a cyanide circuit.
Original design capacity at the Campbell Mill was 3,500 tons per day as a
flotation mill. The Campbell Mill was modified to include a cyanide circuit.
Gold recovered from the gravity and cyanide circuits is formed into doré bars
on site and is shipped to the Royal Canadian Mint for refining. The flotation
circuit uses standard technology to produce a copper-gold concentrate. The copper-gold concentrate is shipped by rail to Noranda Inc.s Horne Smelter in
Rouyn/Noranda, Québec for smelting and refining.

Employees

At the Joe Mann Mine (including the mill & administration), 182 persons
were employed as of December 31, 2002, compared to 127 persons as of December
31, 2001. Of the 182 employees, 129 mine workers were covered by a collective
bargaining agreement with Le Syndicat des Travailleurs-euses de la Mine Meston
(CSN), 17 mill workers were covered by a collective bargaining agreement with
Les Métallurgistes Unis dAmérique (the United Steelworkers of America) and one
nurse was covered by a collective bargaining agreement with La Fédération des
Infirmiers et Infirmieres du Québec (FIIQ). During 2002, 2001, and 2000, there
were no material strikes or walkouts at the Joe Mann Mine.

All the labour agreements were renewed during the last quarter of 2001 for
a minimum period of three years. Production employees at Joe Mann Mine
accepted reductions in salary linked to the variation in the price of gold.

In September 1996, the collective bargaining
unit at the Joe Mann Mine, represented by CSN, approved a collective bargaining
agreement covering a three year period with wage increases of 0.73% in the
first year and 1.22% and in the second and third years. In February 1999, CSN,
the union representing the hourly mine workers, supported the implementation of
the new work schedule and agreed to a two year extension to the current labour
agreement. Also in February 1999, a new three year contract was agreed to with
Les Métallurgistes Unis dAmérique (the United Steel Workers of America), the
union representing the hourly mill workers, on the same terms regarding wages
and gold price participation as were approved by the CSN. The collective
agreement with FIIQ has comparable terms to the other two collective
agreements. The agreements provided for an annual increase of $0.25 per hour
for the mine and mill workers, amounting to an annual cost of approximately
$120,000. In addition, a gold price participation formula has also been
approved. For a gold price ranging between $525 and $625 per ounce, the
employees would be entitled to a maximum of an additional $0.80 per hour. The
2001 Plan initially contemplated a five-day per week mining schedule, with
lateral development to be carried out on a seven-day per week schedule,
compared to the seven-day per week schedule in 2000. In January 2003, a
five-day per week mining schedule was implemented at the Joe Mann Mine.

Royalties

In May 1993, Meston sold a graduated net smelter return royalty to
Repadre, a subsidiary of Dundee Bancorp Inc., for $3 million cash. The
royalty, based on production from the Joe Mann Mine, is 1.8% at gold prices up
to $512 per ounce increasing to 3.6% at gold prices of $625 per ounce and
greater. A 2% royalty is also payable on copper production in excess of 5
million pounds per year and silver production in excess of one million ounces
per year. No royalty was paid in 2001 and 2002. For the year ended December
31, 2000, $187,250 was paid to Repadre under this agreement. On June 30, 2001
Campbell issued 800,000 Common Shares to Repadre pursuant to the Merger in
exchange for the reduction of this royalty to 1.5% at a gold price of US$325
($494), 1.75% at a gold price of US$350 ($535) and 2% at a gold price of

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US$375 ($570) or higher. This amended royalty is payable up to a maximum of $500,000,
after payment of which, the royalty will reduce to 1% payable thereafter so long
as the gold price is at least US$350 ($535). Royalty
payments were again triggered in the commencing in December 2002. From
December 2002 through the end of February 2003, approximately $83,000 was paid
to Repadre under the amended terms. Since inception from May 1993 to the end of
February 2003, an aggregate of approximately $4,131,000 has been paid pursuant
to this royalty.

In late 2001 and during fiscal 2002, the Corporation completed three
tranches totalling $32,400,000 royalty financing on future production from the
Joe Mann and Corner Bay, as described in Note 4 of the Consolidated Financial
Statements. The royalty will be paid to the unitholder based on the following
formula: the fraction of outstanding royalty units over 4,740 units multiplied
by $8 per ton of ore for the years 2002 and 2003, $14 for 2004, $35 from
January 1, 2005 until the net proceeds of the royalty sale plus interest of 10%
compounded annually, exceed the aggregate of all royalty payments, from the
date paid to the date of determination, at 10% compounded annually and $1.50 per ton thereafter. This royalty may be repurchased at any time on or after
July 1, 2007 or at any time that the unit holders are in default. During the
first quarter of 2003, with the decision not to bring the Corner Bay property
into production, Campbell repurchased the royalty units in Corner Bay
and sold additional royalty units in the Joe Mann Mine. Following
this transaction, 4,740 royalty units in the Joe Mann Mine, the maximum
number of units contemplated by the financing, were
outstanding.

Environmental Matters

Campbell filed preliminary rehabilitation and restoration plans on March
9, 1996, and has filed additional information required thereunder within the
extensions granted by Québec mining authorities. Annual financial guarantees
are required to be filed in connection with the rehabilitation and restoration
plan within 15 days of approval of the plan. The plan for the Joe Mann Mine
site was approved in early 2000 and the first financial guarantee in the amount
of $22,050 was posted on March 3, 2000. An aggregate financial guarantee of
$350,000 is expected to be posted by May 31, 2003. The plan for the Campbell
Mill site is pending approval. The appropriate method of re-mediating acid
spots, which have appeared on fifty hectares of previously re-vegetated
tailings is currently being reviewed. Two alternate methods are being
considered which involve costs ranging from $10,000 to $30,000 per hectare.
Campbell currently estimates that the maximum annual financial guarantees will
range from $154,000 in the first year to $1,871,000 in the fourth year for an
aggregate of $3,517,500. $5,000,000 is currently accrued for the cost of
completing the work contemplated under the rehabilitation plans for both the
Joe Mann Mine site and the Campbell Mill site. It is expected that this cost
will be partially offset by the salvage value of plant and equipment. A
significant portion of this work is to be completed over the life of the mine
and as a consequence is not anticipated to have a material effect on Campbells
financial condition. On an ongoing basis, environmental compliance costs are
not material at the Joe Mann Mine.

Mineral Exploration Properties

Chibougamau Exploration Properties

Meston owns extensive exploration properties in the Chibougamau area,
including mining claims and several former producing mines. These former
producing mines include the S-3, Lac Chib, Kokko Creek, Quebec Chibougamau and
the Main Mine.

In June, 1992, Meston entered into two agreements with the Société
québecoise dexploration minière (SOQUEM) under which SOQUEM could expend up
to $7 million towards exploration programs on the Meston and Chibougamau
properties. During 1995, these agreements were amended to extend their term and
increase the expenditures. In July 1997, these agreements were further amended
to provide that, SOQUEM can earn a 50% interest in the Meston property which
comprises 146 claims and one mining concession (and excludes the Joe Mann
Mine), in exchange for spending $1.6 million in the five year period ending
June 1, 2002 and a 50% interest in the Chibougamau properties, which comprises 202 claims and one mining
concession, by spending $750,000 in the five year period ending June 1, 2002.

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During 1997, four claims located northwest of the Joe Mann Mine were added
to the Meston property agreement, excluding the lateral and at depth extension
of the Main Vein of the Joe Mann Mine protected by a 500 foot-wide corridor
north of the Main Vein. A separate third agreement was also entered into with
SOQUEM covering four claims and one mining concession located northeast of the
Joe Mann Mine, excluding the lateral and at depth extension of the Main Vein of
the Joe Mann Mine protected by a 500 foot wide corridor north of the Main Vein,
pursuant to which SOQUEM can earn a 3.5% net smelter return by expending
$400,000 over the five-year period ending June 1, 2002. Meston has the right to
repurchase the net smelter return, if earned, for $600,000 on or before June 1,
2002 or $1,000,000 on or before June 1, 2007. Amounts expended under this
agreement shall also be credited against the spending requirements under the
Meston property agreement. As additional consideration for the 1997 amendments,
SOQUEM agreed to fund $100,000 of underground drilling on a north zone of the
Joe Mann Mine. This amount was credited to the $1.6 million of required
expenditures on the Meston property.

Should SOQUEM not spend the amounts set out above, SOQUEM will earn no
interest in the properties. Meston has retained the right of first refusal to
treat any ore produced from these properties at its Campbell Mill. If either
party fails to fund its pro rata share of expenditures once SOQUEM has earned
its 50% interest, the defaulting party will have its interest diluted. If
either partys interest is diluted to 15% or lower, such partys interest will
automatically revert to a 3% net smelter return.

From the
inception of the program in 1992 to December 31, 1997, SOQUEM had
spent approximately $2,548,000 on the Meston property and $2,431,000 on the
Chibougamau properties. To December 31, 2000, SOQUEM had incurred additional
expenditures under the amendments of $200,000 on the Meston properties and
$220,000 on the Chibougamau properties since the effective date of the 1997
amendments. Campbell is not responsible for sharing expenditures with respect
to the referenced properties.

During 2000, SOQUEM carried out exploration work totalling $75,000 on the
Chibougamau properties. On the Meston property, only claim renewal costs of
$3000 were incurred in 1999. No exploration work was completed in 2001.

In 2002, a further amending agreement was entered into between SOQUEM and
Meston under which SOQUEM has earned a 35% interest in the Meston property and
a 40% in the Chibougamau property. Meston is now the operator and manager.

Business of MSV

The Corporations wholly owned subsidiary MSV is principally involved in
the production and development of gold and copper deposits in the Chibougamau
region and along the Eastmain River in northwestern Quebec. MSVs assets are
comprised of a 26 % interest in CCR, owner of the Copper Rand 5000 project
which owns the Copper Rand Mine and the Cedar Bay Property located 1 km of the
Copper Rand Mine. MSVs facilities also include a 3,000 ton-per-day
concentrator. MSV also owns the Eastmain Mine which is currently closed along
with numerous exploration properties hosting mineral reserves, including the
Corner Bay Inner Block, located south of Chibougamau.

The Copper Rand Mine

Location and Title

The Copper Rand Property, located in the McKenzie Township, Province of
Quebec, is situated in the Municipality of Chibougamau on the shores of Lake
Chibougamau. It is approximately 7 kilometres east of the town and is easily accessible from Route 167 and a paved secondary road. The
Property includes the Copper Rand Mine which is composed of five mining
concessions and one mining lease covering an area of 426 hectares, 207 mining
claims covering an area of 3,262 hectares in the McKenzie, Roy and Obalski
Townships, Ungava electoral district, as well as the Copper Rand Mill.

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History

Initial exploration was first carried out on the Copper Rand Property in
1910 when trenching work revealed erratic copper showings. In 1948,
Grand-Chibougamau Mines Ltd. drilled a shear zone under the lake. In 1950,
Royrand Fields Ltd. acquired the properties and in 1952, when copper prices
increased, development was begun by New Royrand Copper Rand Chibougamau Mines
Ltd. in conjunction with Patino Canada Ltd., a subsidiary of Patino N.V. of the
Netherlands.

Production commenced in 1959 and in 1981, Northgate Exploration Ltd.
acquired the Copper Rand and Portage Mines, as well as other neighbouring mines
and properties. In 1987, Westminer acquired the Mines from Northgate
Exploration Ltd. and operated them until November 1992 when the Mines were
placed on care and maintenance. In February 1993, MSV became a producing gold
and copper company through the acquisition of the Copper Rand and Portage Mines
(the Mines) from Westminer Canada Limited (Westminer). The Mines were
re-opened in March, 1993 and an extensive exploration program was carried out.
Only the Copper Rand Mine still hosts mineral resources.

In February 1997, MSV announced the closing of the Portage Mine for
September of that year due to the depletion of ore reserves. Concurrently, MSV
announced that operations at the Copper Rand Mine would be suspended in October
1997 to enable the eventual development of the Copper Rand 5000 project (the
Project). In August 1997, MSV confirmed that the feasibility study on the
Project was positive and MSV would begin discussions to secure financing for
the eventual development of the Project.

In the fall of 1998 and winter of 1999, MSV proceeded with the
rehabilitation of shaft #4 at the Copper Rand Mine. This work was required
before proceeding to phase one of the Copper Rand 5000 Project and the
necessary funds were advanced by SDBJ. In consideration for the $2,200,000
advances to be made, MSV agreed in October 1998, to issue to the SDBJ 628,571
warrants with an exercise price of $0.35 per share for a 5 year period from the
date of the first advance of payment. These warrants were issued on April 25,
2001 and are exercisable for 153,310 Common Shares of Campbell and will expire
no later than October 8, 2003.

In December 1999, MSV announced the creation of a new company, Corporation
Copper Rand Inc. (CCR) for the purpose of financing the Project. The three
partners in this project are the Solidarity Fund QFL, SDBJ and SOQUEM INC. who
will each hold 28% of the capital. MSV will act as operator in this project
and hold a 16% participation in the CCR. SDBJ, a Quebec government-owned
economy-based corporation, has the mission to further the development of
natural resources of the James Bay territory other than hydroelectrical
resources within a perspective of sustainable development. SOQUEM INC. is a
division of SGF Minéral inc., which is a subsidiary of the SGF (a Quebec
government-owned corporation). Investissement-Québec is a government
corporation with a full range of resources to both attract foreign investment
and support the development of Québec-based companies of all sizes in order to
create jobs. It makes use of significant financial levers to promote
investment projects that meet the governments economic development priorities.
The mission of the SGF is to carry out economic development projects in
co-completed operation with partners and in accordance with accepted
requirements of profitability, in particular in the industrial sector.

22



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Copper Rand 5000 Project Background

The original plan, approved in June 1998, was revised when the bank debt
portion of the financing could not be secured and a revised plan was developed
with several alternatives for consideration.

A revised feasibility study, completed in April 1999, confirmed the
economic feasibility of the Project. The revised study took into account
mineral reserves and resources of 2.4 million tons grading an average of
1.70% Cu and 0.109 oz/t Au with a cut-off NSR of $35 per ton. The planned
operation has a minimum life of 4.75 years, and the deposit remains open
laterally and at depth with a possible extension toward the Cedar Bay mine,
located about 4,000 feet west of Copper Rand. The selected option involves
starting mining at the 4560 level instead of the 5030 level, which effectively
decreases the deepening of shaft No. 4 and replaces the haulage drift on level
5000 with an inclined drift and conveyor linking shaft No. 4 to the Copper Rand
5000 deposit. This approach not only allows production to begin in
the 23rd
month of the project instead of the 33rd month but also decreases
pre-production funding requirements.

On September 6, 2000, the Partners advised MSV that they were ending their
participation in the Project because MSV was unable to meet pre-established
conditions to their participation in the Project. During the fall of 2000,
discussions took place between MSV and its Partners. Following the decision by
MSV to make a proposal to its creditors, the Partners agreed to resume their
involvement in the Project financing.

MSV presented a proposal to all of its creditors on December 4, 2000. The
terms of the proposal were accepted by the creditors at a general meeting held
for this purpose on December 21, 2000 and were ratified by the Superior Court
of the Province of Quebec, Insolvency and Bankruptcy Division on January 9,
2001. In order to ensure the continuation of operations at the mine, to ensure
availability of funds for the payment of certain debts and in order to pay the
fees required by the trustees assigned in the matter of the proposal to
creditors, the Partners agreed to make certain advances to MSV. As a
consequence of these advances, MSVs initial participation in the Project was
reduced from 40% to 16%.

On December 4, 2000, MSV entered into a number of agreements with the
Partners for the realization of the Project. The agreements provided for the
investment by the Partners and MSV in shares of CCR, the reimbursement of the
advances made by the Partners, the transfer by MSV to CCR of the operating
assets of the Project, MSVs management of the Project and the conditions
relating to the closing of the Project financing. Final Project financing
agreements were signed on March 8 and on March 15, 2001.

Financing of the Copper Rand 5000 Project and Details of the Management of
the Project

MSV has now transferred the operating assets for the Project to CCR, and
MSV and its Partners now hold shares of CCR. The financing of the Project
totals $45,943,544. The Project as finally approved included; the transfer of
assets valued at $10,000,000 in return for a 16% interest in CCR, the possible
issuance of unsecured 8% convertible debentures by MSV for a maximum of
$15,000,000, the possible issuance of shares of the MSV, exchangeable into up
to 21,512,195 Common Shares of Campbell in consideration of the exchange of
interests held by the partners in CCR, the possible issuance of 2,439,025
Common Shares of Campbell to Investissement-Québec and the set-up of a
guarantee by MSV in favour of Investissement-Québec. All common share are to be
issued at a minimum price of $1.025 per share and convertible debentures have a
conversion price of $1.025 per share. In July 2001, in accordance with the
terms of their initial investment, SOQUEM and SDBJ exchanged part of their
interest in CCR into convertible debentures of MSV increasing MSV interest in
CCR to 26%. MSV issued an aggregate of $2.5 million of debentures bearing
interest at a base rate of 8% annually escalating based on metal prices and
CCRs production levels. The debentures are convertible into Campbell Common
Shares at a conversion price of $1.025 per share.

23



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Investissement-Québec has provided to CCR a loan and credit facility to
fund the Project up to a maximum of $22 million, of which $16.5 million had
been drawn at March 31, 2003. The loan provides that interest payment
commences in March 2003 and repayment commences in June 2003 (in 16 quarterly
payments). Under the loan and credit facility agreement, CCR has granted to
Investissement-Québec a five (5) year option to acquire up to 25,000 CCR shares
at a price of $100 per share for an aggregate amount of $2,500,000. The shares
issued to Investissement-Québec upon exercise of the option are to be
immediately converted into MSV common shares at a conversion price
of $0.25 per MSV share resulting in the issuance of 10,000,000 additional
MSV shares and thereby increasing MSVs interest in CCR proportionally to the
number of shares so converted. The facility is secured by a charge on the
assets of CCR excluding inventory and receivables. As promoter and manager of
the Project, MSV has guaranteed the Investissement-Québec loan.

CCR has received a subsidy of $840,000 from Québec Ministry of Natural
Resources and is eligible to receive $1,200,000 from the Centre local demploi
(CLE) in training grants and $3,000,000 in mining tax credits.

The initial project consisted of two phases. Phase I included the
deepening of the shaft to a depth of 4,150 feet and the access to the ore via a
3,900 feet decline from level 3970 to the 4550 level. The total cost of Phase I was estimated
at $39,000,000. Phase II included the continuation of the decline to access
the 5000 level. The cost of Phase II was estimated at $7,000,000 and was to be
financed from operating flows.

In early 2002, the project was modified to eliminate
most of the second phase by deepening the shaft by an additional 170 feet, eliminating most
of the cost of the second phase. As of December 31, 2002 the deepening of
the shaft and development of the 4150 level have been completed. Work on the 3,800 foot
decline has begun with approximately 2,000 feet completed at April 30, 2003. A
total of $28.6 million has been invested in the project at March 31, 2003. Once
the ramp and ventilation raise are completed, work will begin on installing the
conveyor followed by pre-production development. Commercial production is expected to commence in April 2004 at an
initial rate of 50,000 ounces of gold and 8,000 tons of copper. However, due to
the delay in commencement of production, additional financing will be required.
The revised total budget is now $53.3 million, an increase of
$7.3 million from
the original budget. The increase is primarily due to the following factors;
the additional 170 foot deepening of the main shaft, unplanned underground
rehabilitation work, rehabilitation work on the mill required due to the
inactivity since the 1997 shutdown, major mechanical repairs to the hoist, required
training programs, the delays due to a lower than forecast rate of mine
development, and the impact of fixed costs during the delay in commencement of
production. Discussions are ongoing with the partners in CCR and potential
investors to ensure adequate financing for the completion of the project.

Principal Characteristics of Convertible Debentures

The debentures are convertible at any time, at the option of the holders
into common shares of MSV and will bear interest at a base rate of 8% annually
plus added interest based on metals prices and CCRs production volume.
Additional approval by regulatory authorities will be required should the
additional interest be converted into shares. The conversion price is $1.025
per share. Conversion of all the debentures issued would require the issuance
of approximately 21,512,195 Common Shares of Campbell. The debentures are
refundable as to 20% of capital on July 1, 2004, as to 40% on July 1, 2005 and
as to 40% on July 1, 2006. The debentures are repayable by MSV, as of the first
anniversary of their issuance, subject to an annual non-cumulative maximum of
25%.

Beginning on the first anniversary, the debentures are convertible at the
MSVs option at a conversion price equal to the average closing price of
Campbells Common Shares over the 20 trading days prior to conversion, on
condition that the average closing prices of the Campbells Common Shares at
the date of conversion over the 20 trading days prior to that date is at least
equal to or greater than twice the adjusted conversion price under the terms of
the debenture. Pursuant to exercise of its conversion rights, MSV can only
convert debentures up to a maximum of the lesser of 25% of the number of
Campbell Common Shares that are issued and outstanding on such date and 40% of
the

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trading volume of the Campbell Common Shares on The Toronto Stock Exchange
over the six month period prior to conversion. The terms of the debentures also
provide for a 6 month waiting period between the conversion of any debenture by
MSV and provide for an escalation in the conversion price of $1.025 for each US
$10 increase in the price of gold above US $350 up to a maximum escalation of
$1.64. MSV shall exercise its rights of conversion on a pro-rata basis between
the Parties.

Other Aspects of the Project

MSV is the operator of the Project. The Board of Directors of CCR is
comprised of five members, one appointed each of the Partners and MSV and the
remaining member appointed jointly by the Partners. The management committee is
also comprised of five members representing the same parties in the same
proportions. CCR has a right of first refusal as to the shares of each
shareholder should a shareholder wish to withdraw from participation in CCR.
Subject to CCRs right of first refusal, MSV also has a right of first refusal
with regard to the shares of each of the Partners should a Partner withdraw
from participation in CCR.

Dilution and Control

If all the Partners exercise their right to exchange their interests in
CCR into convertible debentures of MSV between the 25th month and 36th month
following issuance, following the subsequent exercise of their conversion right
(capital and interest, if appropriate), plus the bonus to be paid as described
above, and the options granted by CCR to Investissement-Québec are exercised
and immediately converted into Campbell Common Shares, there is a potential
issuance of a maximum of 23,951,220 Campbell Common Shares, comprised of a
maximum of 21,512,195 to the Partners as well as the 2,439,025 Campbell Common
Shares which could be issued to Investissement-Québec. Following the issuance
of the above maximum number of Campbell Common Shares, MSV would own 100% of
the Project.

Geology

The Copper Rand Property is part of the Lac Doré Complex, a stratified
complex of intrusive origins, composed principally of meta-anorhosites and
metagabbros. The prevailing meta-anorhosite rock is composed mostly (70 to 90%) of plagioclase rock which has been heavily altered to form zoïsites,
clinozoïsites and epidotes. Frequent albitisation is observed. The
plagioclase rock floats in a matrix of quartz, carbonate, sericite and chlorite
rock. Sulfides are seldom found.

The meta-anorhosites are inlaid with deformation corridors through which
hydrothermal solutions travelled. The circulation of these hydrothermal
solutions altered the rock and sericite and chlorite schists resulted when
tectonic movements occurred. The mineralization is found precisely within
these alteration corridors. The schists are generally composed of sericites,
chlorites, carbonates and quartz.

The mineralization within the alteration corridors usually takes the form
of sulfide lenses (generally 10 to 30%) composed principally of pyrite and
chalcopyrite with occasional (1 to 5%) pyrhotite and small quantities of
sphalerite and galena. The ore gangue (70 to 90%) is composed essentially of
chlorite, quartz and carbonates. The relative distribution of these three
components of the gangue varies, although generally carbonates represent on the
average 15 to 20% of the gangue.

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Mineral Resources

At December 31, 2000, the mineral resources at the Copper Rand Mine as
confirmed, with limited independent sampling and testing, by Met-Chem Canada
Inc., independent geological and mining consultants, in a reported to MSV dated
April 12, 2001 were as follows:

|          |  |      |           |             |  |        |       |       |  |  |      | 
|--------- |  | ---- | --------- | ----------- |  | ------ | ----- | ----- |  |  | ---- | 
|          |  |      |           |             |  | Grade  |       | Grade
|          |  | Tons |           | (Au oz/ton) |  | (Cu %)
|          |  |      |           |             |  |       
|Measured  |  |      | 61,300    |             |  |        | 0.135 |       |  |  | 1.15 | 
|Indicated |  |      | 1,842,400 |             |  |        | 0.096 |       |  |  | 1.56 | 

NOTES:



|1. |  | These estimates were verified internally by Alain Blais, a Qualified
Person who has been employed as a geologist in the Chibougamau area since
1979.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Details and parameters of resource calculations:                                                                                                    

|                         |  |                         |  |  | 
|------------------------ |  | ----------------------- |  |  | 
|Calculation method       |  | Bloc / vert. Long sect.
|                         |  |                        
|Cut off grade            |  | $35 NSR                
|High-grade cut (Cu)/(Au) |  | 6 % / .40 oz           
|Dilution                 |  | 16.2 %                 
|Mill recovery (Cu)/ (Au) |  | 98.2 % / 90.2 %        
|Price assumption (Cu)    |  | US$0.75 / pound        
|Price assumption (Au)    |  | US$300 / oz            
|Exchange rate Can $/ U$  |  | 0.66                   

Mining

As of December 31, 2002 the deepening of the shaft and development of the
4150 level have been completed. Work on the 3,800 foot decline has begun with
approximately 2,000 feet completed at April 30, 2003. Once the decline ramp
and ventilation raise are completed, work will begin on installing
the conveyor followed by pre-production development.
Commercial production is expected to commence in April 2004 at an initial rate
of 35,000 tons per month and ramping up to 45,000 tons over a mine life of
almost five years based on current mineral resources with production expected
to be approximately 50,000 ounces of gold and 8,000 tons of copper at this
initial rate.

For the Project, the sublevel open stoping with paste backfill mining
method has been selected. The mineralized zone is divided into stopes that
will be mined alternately with a backfill cycle. The spacing between sublevels
is 80 feet from floor to floor, which is supported by a Golder Associates rock
mechanics study. Alternating stopes are opened over a horizontal distance of
60 feet. Production takes place on each sublevel. The sublevels are accessed
by secondary ramps that start at level 4730 and end at levels 4030
and 5030.

The mining method is mechanized, which minimizes the personnel required
for the operation. Hydraulic drills are presently used. The 3
diameter holes are drilled downward. The flexibility of the drills allows the
stope openings to be limited to between 7 and 8 feet. The access and mucking
drifts are located in the footwall of the deposit.

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Copper Rand Mill

General

The Copper Rand Mill is housed in a 5,180 square meter building, which
includes crushing and milling equipment, a control room and concentrate storage
facilities. Ore at the Copper Rand Mill is stored in three ore bins with a
capacity of 1,600 tons.

Milling

The Copper Rand concentrator has a rated capacity of 3,000 tons per day.
The mill process includes two separate circuits: a flotation circuit and a
gravity circuit. Gold recovered from the gravity circuit is melted on site and
the doré bars are shipped directly to the Royal Canadian Mint for refining.
The flotation circuit uses standard technology to produce a copper-gold
concentrate.

Environmental Fund

MSV and Westminer created an environmental fund of $4.3 million to provide
for the ultimate restoration and rehabilitation of the mining sites. Westminer
contributed $2.4 million to this fund and Société de développement de la Baie
James (SDBJ) indemnified Westminer against any future environmental
liabilities related thereto. MSV Restoration Inc. is a single purpose
wholly-owned subsidiary set up to carry out the site rehabilitation and
restoration work of the properties acquired from Westminer Canada Limited by
MSV. At December 31, 2002 the trustee of the fund had posted a $1,163,000
financial guarantee in respect of the rehabilitation plan which was approved by
Quebec mining authorities.

Tailings and Waste Disposal

Tailings are disposed of in MSVs tailings pond which meets all
environmental requirements. The current disposal site has been used since 1974
exclusively for tailings generated from the Copper Rand, Portage and Eastmain
Mines. Tailing disposal sites have been extensively examined and tested during
the course of the preparation of MSVs application for operating permits filed
with the Ministry of the Environment (Quebec) and are regularly tested in
accordance with existing environmental standards. Tailing disposal sites meet
all existing environmental requirements and standards. Waste rock from the
Copper Rand Mine that cannot be dumped underground is hoisted to surface and
stored in a 240 ton bin adjacent to shaft #4 before being transferred to a
waste dump located south of the shaft.

Royalties

As part of the consideration for acquiring the Mines from Westminer, MSV
agreed to pay the former a royalty of $0.375 per ton of ore milled at the
Copper Rand Mill commencing on February 26, 1995. This royalty may be
repurchased by CCR at any time after February 26, 1998 for $750,000.

In addition, SDBJ is entitled to a royalty of $0.250 per ton of ore milled
at the Copper Rand Mill during the first two years following the acquisition.
This royalty increases to $0.375 per ton of ore milled thereafter. Finally,
SDBJ is entitled to a royalty premium of $0.250 per ton of ore milled if the
net smelter return per ton of ore produced at the Copper Rand Mill exceeds a
base amount of $70 a ton. The base amount of $70 per ton is to be indexed
quarterly based upon the Consumer Price Index published by Statistics Canada,
1993 being the base year. The SDBJ royalty is payable monthly. This royalty
may also be purchased by CCR at any time for $750,000.

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Corner Bay

Location and Title

The Corner Bay Inner Block Property, located in the Townships of Lemoine
and Obalski, Province of Quebec, is approximately 55 km south of the City of
Chibougamau. Easily accessible by road, the Inner Block is located within the
Corner Bay Copper Property and is composed of l6 contiguous claims covering
an area of 256 hectares.

History

From its discovery in 1956 until 1972, eight drilling programs totalling
1,463 metres and various geophysical and electromagnetic surveys were conducted
on the Property. In 1972, drilling by Rio Tinto and Flanagan McAdam, led to the
discovery of Zones A, B, C and D in the Inner Block. Between 1979 and 1981,
Corner Bay Exploration Ltd. carried out a drilling program consisting of 22
holes for a total of 2,488 metres. In addition, the drilling on a geophysical
anomaly 500 meters long led to the discovery of the Zone Ouest.

In 1982, Riocanex discovered the Main Zone, located less than 500 metres
from the Zone Ouest. Toward the end of 1984, Riocanex drilled 38 holes
totalling 14,470 metres on these two zones. Preussag Canada continued work on
the Zone Ouest and Main Zone between 1984 and 1986 by drilling and conducting
geophysical surveys.

In July of 1992, SOQUEM and Corner Bay entered into an agreement whereby
SOQUEM could acquire a 30% interest in the Inner Block by incurring $1.2
million in exploration work. Under the terms of the agreement, SOQUEM could
also earn an additional 20% interest by carrying out a second phase of work
which would also cost $1.2 million. SOQUEM earned its 30% interest by carrying
out three drilling programs in 1992 and 1993. Thirty-four holes were drilled
for a total of 13,583 metres on the Main Zone to evaluate its continuity and
confirm the tonnage and grade of the deposit. Also during this period, SOQUEM
conducted geophysical surveys and drilling to test certain geophysical
abnormalities inside the Inner Block. In 1993, SOQUEM carried out a third
drilling program totalling 8,897 metres over 18 holes.

In October 1994, MSV and Cache Explorations Inc. (Cache) jointly
acquired the Corner Bay Inner Block Property (Inner Block) from Corner Bay
Minerals Inc. (Corner Bay) and SOQUEM in consideration of the payment of
certain royalties. In order to earn this interest, MSV undertook to invest $8
million to bring the deposit into production, to provide technical support and
to mill the ore at cost. In October 1995, MSV acquired the remaining 45%
interest when it merged with Cache. In December 1997, MSV renegotiated an
agreement with Corner Bay Minerals Inc. and SOQUEM INC. modifying the earlier
agreement of October 14, 1994 regarding the acquisition of the Corner Bay
Property. Under the new agreement, MSV acquired the property for a total
consideration of $1,560,500, part of which was payable in cash with the balance
payable in common shares. These obligations of MSV were discharged in 2001 as
part of MSVs proposal to creditors discussed above (See page 23 under The
Copper Rand Mine). As additional continuing consideration, MSV will pay the 2%
net smelter royalty described below.

MSV had planned to begin developing the Corner Bay Inner Block Property
in the second half of 1996 by driving a ramp from surface to a final depth of
340 metres. Because of a drop in copper prices at the end of the first half of
1996, management postponed this development. In 2002, the feasibility
of developing Corner Bay was again considered and development
postponed.

Geology

The Corner Bay Inner Block Property is situated within the anorthostic
zone of the Lac Doré complex. Although a few mineralized zones have been
intersected outside the known Main Zone, this zone is presently considered to
be the only potential copper deposit. The Main Zone shows a strike bearing more
or less continuously at N 10°W. To the north, it is intersected by a gabbroic
dyke while to the south, the zone is limited by the presence of a deformation
corridor striking NE-SW. The thickness of the shear zone is variable from 2 to
25 metres, and its abrupt dip is 80-85° to the west. Furthermore, it shows a
lateral extension of more than 700 metres and its depth has been confirmed by
drilling down to the 600 meter level.

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The deposit is characterised by the presence of a sericitization halo of
varying thickness from l cm to l meter, located on either side of the main
structure. Parallel to this structure, there is a diffused network of
veins/veinlets of quartz, chalcopyrite and pyrite which fill the fine
fractures. The principal alterations found in the shear zone are those of
choloritizaton, sericitization, silification and, to a lesser degree,
cabonatization (calcite). The mineralization (massive to semi-massive
sulphides) consists of pyrite and chalcopyrite and is associated with quartz
veins more or less parallel to the shearing. On either side of these
mineralized lenses, the percentage of disseminated sulphides gradually
diminishes. Also, many of those massive to semi-massive veins are cut by a
second generation of hematized quartz veins that contain only disseminated to
semi-massive sulphides. These two types of veins can be systematically
observed on the overall mineralized sections in proportions that are variable.
Associated with the copper, small quantities of gold and silver are present.

Mineral Resources

As at December 31, 2000 the Corner Bay property had the following mineral
resources as confirmed, without independent sampling and testing by Met-Chem
Canada Inc., independent geological and mining consultants in a report to MSV
dated April 12, 2001:

|          |  |      |         |       |  |       |      | 
|--------- |  | ---- | ------- | ----- |  | ----- | ---- | 
|          |  |      |         |       |  | Grade
|          |  | Tons |         | (Cu%)
|          |  |      |         |      
|Inferred  |  |      | 749,900 |       |  |       | 6.33 | 
|Indicated |  |      | 101,000 |       |  |       | 7.00 | 

NOTES



|1. |  | These estimates were verified internally by Alain Blais, a
Qualified Person who has been employed as a geologist in the
Chibougamau area since 1979.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Details and Parameters of Resource
Calculations are as follows:                                                                                     

|                         |  |                            |      |  
|------------------------ |  | -------------------------- | ---- | -
|Calculation method       |  | Polygon / vert. Long sect.
|                         |  |                           
|Cut off grade            |  | 3.75 % Cu                 
|High-grade cut (Cu)      |  | None                      
|Dilution                 |  |                            | 25   | %
|Mill recovery(Cu)        |  |                            | 98   | %
|Price assumption (Cu)    |  | .90 US$ / pound           
|Exchange rate Can $/ US$ |  |                            | 0.70 |  
|Year of calculation      |  |                            | 1994 |  

Royalties

MSV will pay a 2% net smelter royalty for any minerals mined from the
property after production of 750,000 tonnes (70% to Corner Bay and 30% to
SOQUEM).

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The Eastmain Mine

Location and Title

The Eastmain Property (Eastmain or the Property), consisting of a
block of 384 unpatented contiguous mining claims, is situated in the Mistassini
Territory, District of Abitibi, Québec. It is located at a distance of 310-km
Northeast of Chibougamau. MSV holds a mining lease covering the mine. MSV was
the sole owner of the Property. A first interest of 49% was acquired in April
1988 after spending $9 million on exploration work on the Property through a
joint venture with Placer Dome Inc. in 1987-1988. The remaining 51% was
acquired from Placer Dome Inc. in September 1988.

History

Sporadic work commenced on the Property in the early 1940s. In 1970,
Placer Development Ltd. carried out a drilling program consisting of seven
drill holes which revealed the presence of a gold zone (the A Zone).
Exploration resumed in 1981-1982 when Placer Development Ltd. conducted an
electromagnetic survey by helicopter, geophysical surveys, and a drilling
program consisting of 34 drill holes (5,639 m.) which led to the discovery of
two other gold zones, the B and C zones.

Between 1983 and 1985, additional exploration work was done by Placer
Development Ltd. consisting of electromagnetic surveys, geophysical surveys, a
geological survey and a drilling program totalling 91 drill holes. In 1986, 25
holes were also drilled. In 1987 as part of the joint venture between Placer
Dome Inc. and MSV, $9 million was expended on exploration work on the Property,
including 33 drill holes, and an underground exploration program was carried
out on the A Zone. In 1988 and 1989, MSV continued to conduct exploration work
on the Property through a drilling program of 155 drill holes and detailed
geological surveys. In total, more than 345 drill holes comprising 62,300
metres have been drilled on the property. In Addition, 1,158 metres of
underground exploration drifts have been driven, and extensive geophysical work
has been carried out on the Property.

After its reorganization in the fall of 1986, MSV entered into an option
agreement to earn a 49% interest in the Eastmain in consideration of
exploration work totalling $9 million. This interest was earned in 1988. MSV
acquired the remaining 51% interest in the Property that same year through
financing provided by Northgate Exploration Limited and became the sole owner.
In the second half of 1994, the Eastmain Mine entered into production and
produced 14,595 ounces of gold. In 1995, the Eastmain Mine closed after less
than one year of pre-production due to the remoteness of the site and the
difficulty and high cost of transporting ore by winter road.

Based on internal studies and with confirmation by independent
consultants, MSV decided in October 1994 to begin development of the Eastmain
Project as a 500 tonne-per-day underground mine with the broken ore to be
transported during the winter to Chibougamau for further processing. This
scenario did not prove successful and the mine was closed in the fall 1995. The
installation of a small mill on site and the completion of the winter road for
year-round access would be required for the operations to resume. An
environmental impact study is currently being completed and will be presented
along with our authorization certificate request to the Ministère de
lEnvironnement.

Geology

The Eastmain deposit is contained within the Wahemen
metavolcanic-metasedimentary belt of Archean age and is completely enclosed by
granites and leucocratic biotite/ hornblende gneisses. This belt has an
arcuate shape with a younger intrusive core composed of granodioritic granite,
a feature somewhat analogous to the Matagami district. The metavolcanic belt
is approximately 160 km in length and up to 8 km in width.

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The local stratigraphy is based on sparse outcrops and drill hole data,
the area being covered by 5 to 15 metres of overburden. The rocks in the area
are overturned, strike about 325° and dip approximately 30° to 40° north. They
consist predominantly of felsic metavolcanics, mafic to ultramafic
metavolcanics and a siliceous sulphide-bearing chert. The rocks have been
intruded by younger dykes and sills of both felsic and mafic composition.
Faulting occurs, but is not well understood due to the lack of outcrops.

Present economic gold mineralization is confined within the chert and
usually occurs where the total sulphide concentration exceeds 15% of the
volume. Mineralization occurs in three distinct forms: stringers containing 10
to 15% of pyrite, 10 to 15% of pyrrhotine and 2 to 5% of chalcoprite, with
traces of native gold, lenses in massive sulphides of 0.2 to 2.0 metres in
length, consisting principally of pyrrhotine with secondary pyrite and
chalcopyrite, also showing traces of native gold in fragments of the chert and
modules and disseminated gold in stringers of 10 to 20% of pyrrhotine and in
blebs in 2 to 3 % of chalcopyrite.

Two economic ore zones have been identified to date, namely the A and B
zones. The existence of a C Zone is also known and an exploration program has
also clearly indicated a potential to find additional zones.

Both zones have a roughly tubular shape and are continuous both down-dip
and along strike. The A Zone appears to be one continuous ore horizon that
displays a steep rake to the northeast which pinches and swells both along
strike and down-dip. It has an average thickness of 2.3 metres, a strike
length of approximately 100 metres and has been intersected in drill core to
580 m down-dip. The B Zone has a similar geometry except that it can be
divided in five lenses with the largest one having a length of 200 metres,
a down-dip extent of 480 metres and an average width of 3 metres.

Mineral Resources

As at December 31, 2000, the Eastmain Mine had the following mineral
resources as confirmed, without independent sampling and testing and without
site visit nor core examination, by Met-Chem Canada Inc. independent geological
and mining consultant in a report to MSV dated April 12, 2001:

|          |  |      |         |             |  |       |       | 
|--------- |  | ---- | ------- | ----------- |  | ----- | ----- | 
|          |  |      |         |             |  | Grade
|          |  | Tons |         | (Au oz/ton)
|          |  |      |         |            
|Measured  |  |      | 125,100 |             |  |       | 0.265 | 
|Indicated |  |      | 786,600 |             |  |       | 0.294 | 

Notes:



|1. |  | These estimates were verified internally by Alain Blais, a Qualified
Person who has been employed as a geologist in the Chibougamau area since
1979.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Details and parameters of mineral
resource calculations are as follows:                                                                             

|                         |  |                               |  | 
|------------------------ |  | ----------------------------- |  | 
|Calculation method       |  | Bloc / horizontal. Long sect.
|                         |  |                              
|Cut off grade            |  | 0.126 oz Au/T                
|High-grade cut (Cu)/(Au) |  | None / 2.0 oz                
|Dilution                 |  | 28 %                         
|Mill recovery(Cu)/ (Au)  |  | N.A. / 90 %                  
|Price assumption (Au Cu) |  | US$375/ oz                   
|Exchange rate Can $/ US$ |  | 0.70                         

Surface Infrastructure

Since 1994, MSV has invested more than $30 million to complete surface
infrastructures and pre-production work, including the construction of a
180-kilometre winter road linking the mining camp with Route l67, upgrading
the airstrip to bring in supplies and transport personnel, installing 4.4. million
litre fuel storage tanks, building a mine water settling pond, constructing and
renovating the main camp and surface facilities, purchasing mining equipment
and dewatering the main ramp and exploration drifts.

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To finance this work, the Federal and Provincial Governments contributed
to the development of the infrastructures with a $3.4 million grant under the
Canada-Quebec Subsidiary Agreement on Mineral Development. The remainder of
the funds was obtained through the public share offerings of November 1993 and
May 1994.

When
pre-production came to a halt, the site was deserted and the
mine flooded. The camp is now being used to accommodate exploration
teams.

Mining

Access to the ore body is via a ramp from surface. The ramp excavation is
completely mechanized with a jumbo, scooptrams and diesel trucks.

Mining was carried out by a shrinkage stoping method modified to
accommodate the geometry of the Eastmain orebody. Because of the shallow dip,
scrapers were used to level the broken ore and to empty the stopes. All
drilling is done by jacklegs and stopers. Ore was brought to surface by 26 ton
trucks where it was stockpiled. The stockpile was then crushed and carried
over the winter road during the period from January to April for treatment at
the Copper Rand Mill. In 1995, the mine provided the mill with 46,811 tons
before closing. This ore was processed at the Copper Rand mill during the first quarter of 1996. A
total of six stopes are developed in zones A and B, so that production could
resume shortly after dewatering of the mine. A $1,500,000 accrual has
been provided in respect of rehabilitation and reclamation at the
Eastmain Property.

Royalties

Placer Dome Inc. holds a 2% net smelter return royalty on the claims other
than the 36 claims where present reserves have been outlined, and Meston holds
a 2% net operating profits interest in the Property.

Cedar Bay

The Cedar Bay Property is contiguous with mining concession No. 497 and
mining lease No. 656 of the Copper Rand Property, along their western and
north-western boundaries. The Cedar Bay property is comprised of two mining
concessions (Nos. 440 and 461), covering an area of approximately 122 hectares,
in the Township of McKenzie, Electoral District of Ungava.

The Cedar Bay Property was a gold-copper producer and operated from 1957
to 1990. It produced approximately 4.2 million tons of ore grading 0.097 oz/t
Au and 1.65% Cu per ton down to a depth of 780 meters. It was placed on care
and maintenance in 1990 when its reserves were depleted after a shaft deepening
and underground exploration program yielded marginally economic results.

To consolidate its position in the Chibougamau area, MSV acquired the
Cedar Bay, Henderson I and Henderson II properties (the Properties) from
Meston in June of 1993. In consideration of this acquisition, MSV agreed to
assume all environmental and rehabilitation obligations of Meston related to
the Properties, to completely exonerate Campbell from its obligations to
de-water the Henderson II and to pay Meston a 3% net smelter royalty on any
minerals mined from Cedar Bay after recovery of all initial capital costs
(excluding interest), and after production of not less than 4,000,000 tons of
ore. Since 1994, 196,195 tonnes of ore have been extracted from the Cedar Bay
mine.

The Cedar Bay Property was acquired by MSV to permit continued mining of
the mineralized zones at Copper Rand that continue at depth. In 1993 and 1994,
MSV conducted an exploration program on the Property from the underground
workings of the Copper Rand Mine in order to define a mineralized zone of
sufficient size and quality to justify its reopening. Encouraging results from
this program point to the presence of several mineralized

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zones with
economically viable gold and copper grades between the 3200 and 3840 levels
directly underneath the last operating levels. These mineralized zones could
eventually be developed after the Copper Rand 5000 project has been put into
production. The surface installations were dismantled in the spring of 1997.
The Cedar Bay Property has good exploration potential and is now part of the
Copper Rand 5000 Project, It was transferred to CCR in which MSV holds a 26%
interest.

Exploration Properties

In December 1997, MSV acquired a 100% interest in 22 new properties and a
participation in four other properties located in the Chibougamau area
including 50% in the Beltac Property, (the other 50% being held by SOQUEM), 50%
in Gwillim Gold Property, (the other 50% being held by Golden Goose Resources),
75% in the Lada Property, (the other 25% being held by Minefinders Corporation
Limited) and 50% in the Lac Taché Property, (the other 50% being held by Bitech
Corporation. Should MSV commence commercial production on any of the acquired
properties, it will then pay the amount of $250,000 or the equivalent in common
shares. Additional sums of $250,000 or the equivalent in common shares, are
payable should production reach 500,000 tons and 1,000,000 tons. In 2001, MSV
sold its interest in the Lac Taché Property for $25,000, a 2% net smelter
returns royalty and a right of first refusal to process any ore from the
property.

In 1997, MSV proceeded with the creation of a new mining exploration
company, ARCA Explorations Inc. On November 26, 1997, MSV declared a dividend
payable to all shareholders listed at the close of business November 25, 1997.
This dividend consisted of one ARCA share for each 10 MSV share. In April
1998, MSV signed an agreement with ARCA Explorations Inc. for the sale of the
Lac Antoinette, Rohault, Cuvier Est and Fenton Firstake properties. The
agreement provides for the issuance of a balance of 800,000 common shares by
Arca, at such time as the occurrence of the following events, for each of the
properties: for commercial production, 100,000 common shares and once
commercial production reaches 1 million tonnes, an additional 100,000 common
shares. This agreement also enables ARCA to acquire a 100% participation in
the Lac Doré Property in consideration of ARCA investing $750,000 in
exploration work in the next few years. These properties are subject of a mill
right in favour of MSV and all properties are also subject of a right of return
should the claims be abandoned.

When it merged with Cache on October 13, 1995, MSV became the owner of a
portfolio of exploration properties. Many of these properties were abandoned
since the merger. The remaining properties are located in the Chibougamau
region, the Abitibi region and southern Quebec. Some of these properties are
also subject to joint venture agreements with third parties and royalties
should they go into production.

MSV has also acquired various interests in a group of properties belonging
to 150990 Canada Ltd. These 26 properties are all located in the Chibougamau
region. The acquisition included the Gwillim Gold Property, located 8
kilometres northwest of Chibougamau. This property was in production from 1980
to 1984 with a total of 221,335 tonnes at grades of 4.9 g/t Au.

Business of GeoNova

The activities of GéoNova consist mainly of the acquisition, exploration
and development of mining properties. Its strategy is to focus on exploration
in the Province of Québec and more specifically, in the Abitibi region.

In August 2000, GéoNova announced an initial agreement for the acquisition
of all the interests and mining rights owned by Corporation Ced-Or in the
Bachelor Lake property. The acquisition of the Bachelor Lake is part of a
long-term strategy that should allow GéoNova to develop, in addition to its
Bachelor Lake Property, its Discovery Project, located 125 kilometres to the
west of the Bachelor Lake mill. In addition, the Bachelor Lake mill could be
used as a regional mill, allowing either acquisition of or custom milling for
other deposits in a 100-150 kilometre radius.

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On April 17, 2001, GéoNova announced the final terms of the agreement
providing for a total consideration of $3,250,000. Such consideration is to be
paid as to $1,500,000 by the issuance of 10,000,000 GéoNova Shares at an issue
price of $0.15 per share; 5,000,000 shares to be issued in May, 2001 with the
remaining 5,000,000 shares to be issued on the first anniversary of the
transaction. The $1,750,000 balance of the consideration is to be paid in the
form of a net smelter royalty. In accordance with the rules of the Montreal
Exchange, the GéoNova Shares are being issued pursuant to an escrow agreement.
Under the terms of the escrow agreement, the shares will be released over a six
year period with 5% being released on signature, 5% on each six month
anniversary date until the 30th month and thereafter, 10% on each six month
anniversary date until full release. Upon release from escrow, pursuant to the
Merger, the GéoNova Shares will be exchanged into Common Shares of Campbell.

In November 2000, GéoNova signed a letter of intent with Silver Leap
Technologies Inc. (Silver Leap) that provided for the latter to carry out a
reverse take-over of GéoNova. This agreement also provided for a $200,000
private placement to Silver Leap at an issue price of $0.15 per share. On March
30, 2001, GéoNova and Silver Leap terminated the agreement due to market
conditions and agreed to a $100,000 private placement under which GéoNova
undertook to issue 666,667 shares at an issue price of $0.15 per share.

Discovery Project

The Discovery area was prospected for gold beginning in the 1930s. From
1975 to 1990, mining activity increased in this area and elsewhere in the
Abitibi region, leading to the delineation of the Discovery Zone by Homestake
Mineral Development Company (Homestake). On the Borduas-Martel property,
American Metal Co. Ltd. conducted the first exploration on the property in
1957. Magnetic and electromagnetic surveys were carried out on the central
portion of the property. In 1960, Kerr-Addison Gold Mines Ltd and Roberval
Mining Corp. drilled three diamond drill holes to test the magnetic and
electromagnetic targets previously identified in the northern part of the
property. These holes intercepted tuff units containing massive to
semi-massive pyrrhotite as well as quartz-carbonate veins and veinlets.

In 1959, Bruneau Mines conducted a diamond drilling program to test
lead-zinc showings associated with corresponding Mag-EM anomalies in the centre
of Bruneau Township. Some thin sub-economic intersections of zinc, lead and
copper as well as traces of gold associated with felsic to intermediate tuffs
were intersected. A geophysical target was tested by three short holes that
intercepted a carbonate and pyrite zone.

In 1981, SDBJ completed geological, magnetic, electromagnetic and
geochemical surveys in the western part of the property. In 1983-84, Kerr
Addison Mines performed geological and geochemical soil surveys on the
Desjardins property in the eastern part of Bruneau Township. In 1986, Homestake
negotiated options to acquire the Desjardins and Borduas-Martel properties.
IP, resistivity and Maxmin-EM surveys were carried out to identify other drill
targets (internal reports). A total of 9,972 metres were drilled in 63 holes
from 1987 to 1990. At that time, a preliminary inferred mineral resource was
estimated at approximately 340,000 tonnes grading 4.46 g/t Au. In 1991,
International Corona Corporation optioned the Desjardins property from
Homestake and drilled four holes totalling 2,354 metres.

In April 1994, GéoNova entered into an option agreement with Homestake to
acquire a 51% interest in the Desjardins and Gander properties. On April 16,
1997, GéoNova acquired the Desjardins portion of the Discovery Project from
Homestake.

In November 1994, GéoNova entered into an option agreement entitling it to
acquire a 100% undivided interest in the Borduas-Martel property. GéoNova
exercised its option and became the sole owner of the Borduas-Martel property
in February 1999. In December 2000, the agreement was amended and GéoNova
undertook to issue 350,000 GéoNova Shares for the cancellation of a provision
pursuant to which GéoNova had agreed to pay $100,000 annually as an advance
royalty payment.

On October 8, 2002, Strateco Resources Inc. (Strateco) signed a final
agreement with GéoNova Explorations Inc., under which Strateco has the option
to acquire a 50% interest in the Discovery gold project. The agreement was
subject to a due diligence study, which was completed for Strateco to its
satisfaction by the Toronto engineering firm

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of Steffen Robertson and Kirsten
(Canada) Inc. (SRK). SRK also conducted a regional structural study and a
structural study of the Discovery zone for Strateco. The agreement provides
for Strateco to acquire its 50% interest in the Discovery project by funding
$4,500,000 in exploration over four years, including $750,000 the first year,
and by issuing 600,000 common shares of Strateco with 300,000 issued upon
signature. Each share will be accompanied by half a warrant valid for a period
of 24 months. One warrant enables its holder to acquire one share of Strateco
at a 20% premium over the average weighted price on the TSX Venture Exchange
over the ten days preceding the date of issuance. Strateco has completed 2,000
metres of drilling in late 2002, which was followed by a program of about
10,000 metres of drilling commenced in 2003, aimed at testing the known
gold-bearing zones at depth and laterally in order to increase the resource.

Location, Access and Ownership

The Discovery Project is comprised of the contiguous Desjardins and
Borduas-Martel properties. The Desjardins and Borduas-Martel properties are
located in Bruneau and Desjardins townships about 205 km west southwest of Chibougamau, Québec. The property is accessed via a network
of secondary logging roads connecting to provincial highway 113, as well as by
the CN railway track.

The Desjardins property consists of 28 contiguous claims covering an area
of 959.8 hectares in Bruneau Township. GéoNova has a 100% undivided interest
subject to a 1% NSR on certain claims and a 3% NSR on the remaining claims
retained by Homestake. In addition, the 14 claims affected by a 1% NSR are also
subject to a 20% net profits interest held by Noranda Inc.

The Borduas Martel property consists of 41 claims covering 728 hectares.
In 1999, GéoNova exercised an option granted to it by Messrs. Borduas and
Martel and acquired a 100% undivided interest in the property subject to a
royalty equal to the greater of 2% NSR or ($1.00) per tonne for any mineral
substance processed and/or sold.

Geology

The Discovery project is in the Abitibi sub-province in the Canadian
Shield. The Desjardins and Borduas-Martel properties lie on the border of Taibi
Group rocks to the north and units of the Vezza-Bruneau volcanic-sedimentary
assembly to the south. These volcanic and sedimentary units strike E-W to NW-SE
with a subvertical dip, and form a homoclinal stratigraphic sequence showing
tops to the north. The Taibi Group consists of detritic and chemical
sedimentary sequences composed greywacke-siltstone-argilite beds and iron
formations. The Vezza-Bruneau assembly is straddled by the Taibi Group.

The geological units of Desjardins and Bruneau townships show intense
regional anisotropy associated with the Douay-Cameron deformation corridor,
which extends over 80 km in length and up to 5 km in width. This corridor
consists of a NW-SE to ENE-striking structure showing a subhorizontal lineation
of stretching. Large regional faults striking NE-SW are present and form a
complex structural network.

The Taibi Group and the Vezza-Bruneau Sequence host numerous polymetallic
and gold occurrences and deposits. Almost all the deposits are associated with
the Casa-Bérardi and Douay-Cameron deformation corridors, which lie at the
contact of the Cartwright volcanics and the Taibi sediments. The gold is
generally associated with quartz-Fe carbonate veins and veinlets encased in the
shear zones associated with intrusive and volcanic mafic rocks. The
gold-bearing zones are generally folded and associated with quartz-feldspar
porphyries. The mineralized zones are often associated with structural
phenomena such as fold nose and/or fault intersections.

More specifically, the Discovery project geology consists of a band of
magnetic rocks varying in thickness from 50 to 200 metres over a distance of 5
km along a NW-SE striking axis. These rocks consist of gabbro and quartz
diorite sills sitting in the upper portion of a volcanic sequence at the
contact of Taibi Group sediments to the north. These rocks are affected by a
series of subvertical ductile-brittle shear zones several tens of metres thick,
associated with the gold mineralization. The shear zones show intense
alteration and contain 10 to 100% quartz-ankerite-albite-

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sulfide veins and veinlets. The gold occurs at the contact of the veins and the altered host
rock, associated with the sulphides and/or as isolated grains.

Mineral Resources

The mineralized zone was delineated over a distance of 800 metres and to a
depth of 600 metres. It is subdivided into three gold-bearing zones, each 100
to 200 metres long. These zones are open at depth, as well as laterally in the
case of the Central and East zones. The potential for additional mineral
resources is excellent to the east and west but more particularly to the east
on the Borduas-Martel property where the shear zones continue for at least two
kilometres.

The west zone was outlined by 20 holes and delineated from surface to 600
metres. Its length ranges from 100 to 250 metres with a maximum between the
150 metre and 300 metre levels. The horizontal thickness at
economic grades ranges from 1.50 to 5.54 metres and increases
significantly below the 300 metre level. The central zone was outlined by nine
main holes to a depth of 650 metres. The horizontal thickness at economic
grades ranges from 1.50 to 1.73 metres. The east zone was discovered during the
last drilling program and was outlined by nine holes. It begins at the 150
metre level and continues down at least 480 metres.

The latest mineral inventory estimate was performed internally in December
1997 by the GéoNovas staff using the polygon method on longitudinal sections.
No dilution or mining factor were taken into account. This estimate was
confirmed, without independent sampling and testing or site visit, by Met-Chem
Canada Inc., independent geological and mining consultants, in a report to
GéoNova dated April 12, 2001. Using a cut-off of 2.0 g/t Au the indicated and
inferred mineral resources are respectively 703,409 tonnes at 5.04 g/t Au with
an average thickness of 6.08 metres and 1,417,111 tonnes 5.15 g/t Au with an
average of 7.23 metres. Using a cut off grade 3.0 g/t Au, the same categories
show respectively 506,392 tonnes 6.09 g/t Au with an average thickness of 3.08
metres and 969,454 tonnes at 6.43 g/t Au with an average thickness of 3.19
metres.

Metallurgical Testing

In 1998, metallurgical testing was carried out by Lakefield Research. A
60 kg sample, taken from drill core from 10 short holes, 10 to 25 metres below
surface, drilled on a stripped outcrop showing ore was sent to Lakefield. The
ore was tested by total cyanidation, by gravimetric separation and cyanidation,
and by gravimetric separation followed by flotation and cyanidation.
Preliminary results confirm excellent recovery, ranging from 94.1% (gravimetric
separation, flotation and cyanidation) to 96.1% (gravimetric separation and
cyanidation). Gravimetric separation alone yielded a gold recovery rate of up
to 30%. Other tests confirmed that extraction by total, direct cyanidation
yields the best results, with a recovery rate in the order of 96 to 97%.
Consumption of chemical products was minimal the carbonate content was
sufficient to neutralise the sulphides and prevent the ore from generating
acid.

The Chevrier Project

Pursuant to the agreement between Inmet Mining Corporation (Inmet) and
GéoNova dated November 13, 1995 and amended April 30, 1999, October 15, 1999
and November 30, 2000 GéoNova had the right to acquire 100% of Inmets interest
in these claim blocks in consideration for work and a feasibility study
completed by December 31, 2003. Upon completion of the study, Inmet may
re-acquire a 50% interest by reimbursing 100% of the expenses incurred by
GéoNova. In addition, on the Dolbo block, pursuant to an agreement between
Cambior Inc. and GéoNova dated July 21, 1997 and amended November 27, 1997,
October 15, 1999 and November 27, 2000, GéoNova may acquire 100% of Cambiors
interest in consideration of work. These blocks are subject to royalties of up
to 3% NSR with, in some cases, an additional NPI of 7.5 to 10%. In November
2000, GéoNova renegotiated the terms of this agreement and obtained the
postponement of all of its obligations under the terms of the option in
consideration of the issuance of 250,000 additional shares to Inmet.

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Pursuant to a further amendment, in October 2002, Campbell issued 100,000
common shares to Inmet as partial consideration for the acquisition of 100% of
the Chevrier property.

Location, Access and Ownership

The Chevrier Project claims are located near Campbells Joe Mann Mine in
Fancamp, Hauy and Queylus townships, about 30 km southeast of Chapais and 35 km
south of Chibougamau, Québec, and are easily accessed by a network of logging
roads. The project is comprised of five claims blocks including 316 mining
claims covering 5,033 hectares located in Fancamp, Hauy and Queylus Townships.
Four of the claim blocks are owned by Inmet Mining Corporation with the
remaining claim block owned by Inmet as to 64.25% with the remaining 35.75 %
owned by Cambior. GéoNova takes all the necessary measures to renew the claims
forming these properties.

Geology

The underlying rocks on the property consist mainly of basalts, gabbros in
concordant and discordant masses, and felsic to intermediate pyroclastics.
These units are cut by felsic dikes with quartz and feldspar phenocrysts. A
granodiorite outcrops at the south-western end of the property. The rocks are
affected by several deformation phases, including the Fancamp fault deformation
corridor that strikes NE-SW. Numerous gold occurrences have been discovered
along this deformation corridor, including the Chevrier, Chevrier South and
East zones. The zones or gold showings correspond to the shear zones and/or
folds showing variable carbonate, chlorite, sericite and fuchsite alteration,
with 1 to 20% pyrite and injections of quartz-iron carbonate veins and
veinlets. These zones range from less than 1 metre to over 100 metre thick.
The most significant discovery to date is the Chevrier zone, which consists of
a large, low-grade shear zone within which high-grade mylonite zones form an
anastomosed and boudinage pattern. This zone has been outlined over a distance
of about 1.3 kilometres and to a maximum depth of 575 metres; however, the
drill grid is still fairly large making correlation of the enriched zones for
the purposes of economic resource calculations difficult. Nonetheless, certain
zones show localised lenses with better continuity and grade that could be
studied for a small-scale ramp operation between surface and a depth of 200
metres.

During the period from 1985 to 1994, Inmet carried out grass roots
exploration including line cutting, stripping and geological and geophysical
surveys and approximately 49,000 metres of diamond drilling in 160 holes. From
1996 to 1998, GéoNova drilled and additional 23,000 metres in 70 holes.

Mineral Resources

The mineral resource is distributed over fourteen lenses in the Chevrier
zone. Inferred mineral resources at December 31, 2000 are estimated at 3.5
million tonnes grading 5.10 g/t Au. Mineral resources were calculated by the
GéoNovas staff in August 1998, using the polygon method on longitudinal
sections with a cut-off grade of 3.0 g/tonne Au, an average thickness of 3.48
metres for the mineralized zones. No dilution or mining factor was taken into
account. This calculation was again verified internally in January 2000 by
Jean Girard, a Qualified Person, employed by GéoNova as a geologist since 1994,
and confirmed, without independent sampling and testing and without site visit
nor core examination, by Met-Chem Canada Inc., independent geological and
mining consultants, in a report to GéoNova dated April 12, 2001.

The Bachelor Lake Property

Prospecting was first done on the property by OBrien Gold Mines Ltd. from
1946 to 1949. This work resulted in the discovery of a mineralized showing in a
shear zone to the east of the OBrien granite. Stripping and drilling located
the same zone on the west side of the granite. In 1961, Sturgeon River Mines
Ltd. acquired the

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property rights. The work done by this company included
sinking a three-compartment shaft to 1,111 feet, and developing seven levels
150 feet apart.From 1972 to 1975, various surface and underground exploration
programs were conducted, outlining drill-indicated reserves of 739,000 tons
grading 0.18 ounces of gold (opt Au).

Bachelor Gold Mines Ltd. (Bachelor) was created in 1980 to mine the
deposit. Mining operations began in 1982. From 1982 to 1989, Bachelor mined
958,360 tons grading an average 0.15 oz/ton. A 500 ton per day mill as well as
a tailings pond and all related infrastructure were built. In January 1990,
Acadia Mineral Venture Ltd (Acadia) drove 550 feet of drifting (two drill
stations) and carried out 15,772 feet of diamond drilling (34 holes). In 1992,
the mine was flooded. In 1994, Société Minière Espalau (Espalau) merged with
Bachelor and the Bachelor Lake property became wholly-owned by Espalau.. In the
summer of 1995, Géospex carried out, on Espalaus behalf, a program of ten holes, on the Bachelor Lake property for a total of 8,438
feet of drilling. A revised reserve estimate was then performed to
take into account the new drill results at depth.

GéoNova acquired its interest in March 2001 for a consideration of
$3,250,000 payable as follows: $750,000 through the issuance of 5,000,000
common shares at $0.15 per share upon closing of the agreement, $750,000
through the issuance of 5,000,000 common shares at $0.15 per share at the first
anniversary of the agreement, and a maximum of $1,750,000 payable through an
NSR on ore from the Bachelor Lake deposit or on ore from other deposits
controlled by GéoNova and processed at the Bachelor Lake mill. The GéoNova
Shares are subject to escrow as discussed elsewhere in this Proxy Circular.
The NSR ranges from 0.25% to 2.00%, depending on the origin of the ore and the
gold price.

GéoNova also acquired buildings located on the Bachelor Lake mine site,
including in particular an office, a shop, a dry, a compressor room, a
headframe, a cyanidation plant and a crusher room.

Location and Access and Ownership

The Bachelor Lake property is situated about 135 km west southwest of
Chibougamau, along Route 113 in Lesueur Township, in the Abitibi region of
Québec. The mining property is in the James Bay sector. The property includes
51 claims and one mining concession for a total area of 1,839.69 hectares in
Lesueur Township in Quebecs Abitibi region. GéoNova owns a 100% undivided
interest acquired from Corporation Ced-Or pursuant to a purchase and sales
agreement dated March 30, 2001.

Geology

The property is located in the south-eastern part of Superior Province. It
is part of the volcano-sedimentary pile found at the junction of the
Chibougamau belt and the Caopatina-Desmaraisville band. The rocks are all
Archean in age, except the diabase dikes, which are Proterozoic.

The geology seen in the Desmaraisville area includes rocks composed of
mafic volcanic flows and associated comagmatic dykes, with intermediate to
felsic volcanic flows and volcanoclastites in the upper levels. The volcanics
are overlain by immature clastic sediments (conglomerates, greywackes and
argilites). Shear zones mark the transition between the units, although the
sediments lie concordantly with the volcanics. Mafic intrusions of diorite to
pyroxenite composition are seen in the form of dikes, sills or stocks in the
volcanics. Felsic plutons (granitic, syenitic, tonalitic or granodioritic)
intersect all the volcano-sedimentary piles. All the lithologies are cut by
lamprophyre dikes of uncertain age and by Proterozoic diabase dikes. During
the Kenorean orogeny, the Archean rocks became folded and faulted in an east
northeast  west southwest to east-west direction, except in the vicinity of
certain intrusive bodies, where structural complexity increases and the
regional greenschist metamorphic facies becomes an amphibolite cornean facies.
Two major shear zones, the Opawica and Wachigabau faults, cross the region in a
ENE-WSW direction. They are cut by north northeast  south southwest faults.

The property geology consists of a pile of volcanic flows (basalt to
rhyodacite) containing an abundance of felsic rock fragments. This volcanic
pile is crossed by the OBrien granite and numerous lamprophyre, kimberlite,
gabbro and diabase dikes. The volcanic units strike 025o to 065o and dip
strongly to the northwest. The mineralized

38



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zones are primary composed of
silica, hematite, 2 to 10% pyrite and a greater or lesser quantity of calcite,
quartz veins, epidote, chlorite, fluorine, micas and magnetite. There are five
large fault systems cut the mineralized zone striking about 110o:
sub-horizontals; ENE, dip approximately equal to 60o; ENE, dip approximately equal to 80o; NNE to NE, dip > 75o;
NW, dipping between 65o and 90o.

Mineral Resources

Mineral resources were estimated by Géospex Services Inc. in 1993 using a
cut-off grade of 0.10 oz. Au/ton, a minimum mining width of 5.0 feet. They
updated their work in 1994, 1995 and 1997. The detailed calculations were
reviewed by Roche in 1997 and verified and reclassified (to accommodate the new
regulation of the NI 43-101) by SNC-Lavalin in 1999. The Bachelor Lake deposit
is estimated to contain an undiluted measured mineral resource of 204,454 tons
grading 0.257 oz Au/ton and an indicated mineral resource of 216,685 tons
grading 0.315 oz Au/ton in three zones (Main, B and A). It also contains an
undiluted inferred mineral resource of 256,285 tons grading 0.304 oz Au/ton.
The mineral resource estimates were confirmed, without independent sampling and
testing and without site visit nor core examination, by Met-Chem Canada Inc.,
independent geological and mining consultants, in a report to GéoNova dated
April 12, 2001.

Berthiaume Syndicate

The Berthiaume Syndicate (the Syndicate) is a joint venture created on
May 1, 1996 following the acquisition of mining properties by the mining
syndicate known as the Beep Mat-1995 Syndicate, created in May 1995. The
Syndicate consists of five mining exploration companies with initial interests
as follows: Freewest Resources (22.5%), Ressources Unifiées Oasis (22.5%),
Soquem (22.5 %), EX-IN (10%) and GéoNova (22.5%). In 1997, EX-IN did not
participate in exploration, and its interest was diluted to 9.44% while the
interest of the other partners rose to 22.64% each. Partners Ressources
Unifiées Oasis and Freewest Resources did not fund their portion of the 1998
program nor their portion in relation to EX-INs non-participation for that
period as well as for the fall of 1997, and their interests were diluted.
EX-IN, Freewest and Oasis all declined to participate in the summer 1999
program and costs were split 50-50 between Soquem and GéoNova. At October 31,
1999, the interests of the companies were as follows: Freewest (20.04%), Oasis
(20.04%), EX-IN (8.41%), Soquem (25.75%) and GéoNova (25.75%). Only Freewest,
Soquem and GéoNova participated in work conducted in 2000 in respective
proportions of 28%, 36% and 36%. Interests will be recalculated shortly.
GéoNova has been the project operator on behalf of the Syndicate since February
1997. When a partners interest falls below 10%, it can choose to convert the
residual interest into a royalty. Partners who become diluted and convert their
residual interest into a royalty share a 2% NSR equally among them. Half the
royalty (1%) may be repurchased by any future mine operator for $1,000,000 in
the first year of production from a deposit discovered on the property.
Notwithstanding the above, no member of Syndicate may receive a royalty of more
than 1% NSR or payment of more than $500,000.

Property, Location and Access

The Syndicates properties consist of 477 claims on two properties;
Berthiaume which is comprised of 226 claims, covering 3,609 hectares, and
Noyelles which is comprised of 251 claims covering 4,016 hectares. These
properties are situated in Berthiaume, Noyelles and Le Tardif townships,
approximately 60 kilometres northwest of Lebel-sur-Quévillon and are less than
25 kilometres from the Discovery Project.

Geology

The geology of the two properties consist of volcanic rocks to the north
and sedimentary and volcanics to the south. The sediments contain magnetic
horizons of banded-iron formations. The known gold mineralization on the
Berthiaume property is related to shear zones and/or folding in the iron
formations. In these zones, the magnetite is replaced to a greater or lesser
extent by ferrous amphiboles (grunerite) and by pyrrhotite. This mineralization
model particularly the Km55 showing on Berthiaume property is similar to that
of the Musselwhite deposit in northern Ontario.

39



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On the Noyelles property, gold mineralization is associated with horizons
of silica sediments and ferrous sediments in a shear zone. These horizons are
located about 100 metres north of a magnetic banded-iron formation. Exploration
work conducted by the Syndicate to date includes Beep-Mat prospecting,
line-cutting, geophysical and geological surveys, stripping and 3,558 metres of
drilling in 34 holes. Overall, this work resulted in the identification of
numerous discontinuous and/or fold zones and geophysical or geochemical
anomalies that should be tested in the future. The Km55 and Ludger gold
showings merit further exploration.

Pitt Gold Property

In June 1998, GéoNova announced the execution of an agreement allowing it
to acquire, from Santa Fe Canada Inc., the Pitt Gold property in Duparquet
Township, about 30km northwest of Rouyn-Noranda, Québec. In December 1999,
GéoNova granted Soquem Inc. an option to acquire an interest in this property.
Soquem Inc. is the project operator.

On May 18, 1999, GéoNova signed an agreement with Santa Fe Canadian Mining
Ltd. (Santa Fe), a wholly-owned subsidiary of Newmont Gold Corp., for the
acquisition of a 100% interest in the Pitt Gold property. An underlying
novation agreement among Santa Fe, GéoNova and Alain Cotnoir, Jacques
Beauchemin, Jeanne Cotnoir and Maude Cotnoir (The Cotnoir-Beauchemin group)
was also signed on October 27, 1998 pursuant to which GéoNova assumed, in Sante
Fes stead, Sante Fes commitments to the Cotnoir-Beauchemin group. By
agreement dated October 19, 1999, the Cotnoir-Beauchemin group and GéoNova
agreed to replace these commitments with payment of $35,000 to the
Cotnoir-Beauchemin upon final signature between GéoNova and another party of a
final agreement to perform work on the property, and $40,000 on or before
February 28, 2002, plus a 2% NSR. By paying $800,000 or $900,000 depending on
the property potential, the NSR may be reduced to 1%.

SOQUEM Inc. has an option on the property pursuant to an agreement dated
May 23, 2000 as amended June 1, 2000. This agreement allows SOQUEM to acquire
an initial 50% undivided interest in the property in consideration of $225,000
in exploration work carried out by July 31, 2002. Once this interest is
acquired, SOQUEM may choose to form a 50-50 joint venture with GéoNova or
acquire an additional 30% undivided interest by incurring $400,000 in
exploration expenses on its own, on or before July 31, 2004. Subsequently,
GéoNova can choose to form a 20-80 joint venture with Soquem or convert its 20%
undivided interest into a 1% NSR. SOQUEM is the project operator.

Location, Access and Ownership

Located in Duparquet Township about 30 km northwest of Rouyn-Noranda,
Québec, the property consists of two contiguous claim blocks. The main block,
the Pitt, is comprised of 20 claims that are subject to a 2% NSR held by the
Cotnoir-Beauchemin group. The Pitt block extension, located at the south-east
corner of the former, consists of four claims. The property covers a total area
of 384 hectares and is easily accessible by Route 393, which is a few hundred
metres off the northern boundary of the claims.

Geology

The Pitt property lies within the volcano-sedimentary belt of the
Archean-age Abitibi subprovince. The rocks on the property include mafic to
ultra-mafic volcanics and sediments intercalated with numerous quartz-feldspar
porphyries. The Destor-Porcupine fault, a major regional auriferous structure,
crosses the Pitt property. Numerous gold showings are found all along this
structure, as well as numerous active and former producers stretching from
Timmins in Ontario to Destor in Québec. These deposits occur in a geological
and structural environment similar to the one on the property.

The Pitt property contains numerous gold-bearing structures, subsidiary to
the Destor-Porcupine fault to the

40



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north, the most important of which are the
Stinger zone and the Pitt South zone. These are characterised by altered
shear and/or brecciated zones that contain quartz-carbonate veining and
sulphides, and they are in or at the contacts of the quartz-feldspar
porphyries. The sulphides present are mainly pyrite with some small
concentrations of chalcopyrite, galena and sphalerite. Fine grains of gold are
often seen in the mineralized zones. After compiling old data and conducting some grass-roots work, Santa Fe Canada carried out a
drill program consisting of 28 holes totalling 16,691 metres for over $1
million between 1995 and 1997. Soquem and GéoNova intend to compile all the old
and recent data, and to continue to explore these mineralized zones and the
property in general.

Item 5. Operating and Financial Review and Prospects

Managements Discussion and Analysis

Our financial objectives are to build shareholder value by increasing
production and reserves through internal growth, to acquire properties that
bring added value, to maintain operational flexibility and to minimize unit
production costs.

The 2002 financial statements present Campbells results of operations and its
financial position. These consolidated financial statements were compiled
using Canadian generally accepted accounting principles, and are accompanied by
a note explaining the differences between Canadian and United States GAAP.

These financial statements present information regarding the financial position
and results of operations for the last three years. Since 2001, Campbell has
undertaken a new business plan to concentrate on its operations in the
Chibougamau mining camp in the Province of Québec. To properly evaluate future
results, the present text must be read in light of this change in focus.

During 2000, the Joe Mann Mine in Canada and the Santa-Gertrudis mine in Mexico
were in production for part of the year. Production was suspended in the third
and fourth quarters due to high operating costs at the Joe Mann Mine and
depletion of reserves at the Santa-Gertrudis mine. At December 31, 2000,
Campbell took a $24.8 million write-down on the value of its mining properties.

As part of its new focus, Campbell sold its properties in Mexico and Panama in
2001 and 2002. The Cerro Quema property in Panama was sold in 2001, producing a
small gain and the Santa-Gertrudis mine and other properties in Mexico were
sold during 2002, with a gain of $777,000.

A review of the Joe Mann Mine, including an evaluation of the mineral resources
and reserves, was initiated in 2000 and enabled the implementation of a
development program carried out over four months and an exploration program
spread out over 17 months. These programs, which required a $10 million
investment, began in November 2001. Commercial operations were resumed in April
2002.

41



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During June 2001, Campbell concluded a merger agreement with MSV Resources Inc.
and GeoNova Explorations Inc. This merger enabled Campbell to increase its
interest in the mining camp in the Chibougamau region of Québec and surrounding
areas.

Copper Rand Targets Commercial
Production in 2004At the 26% owned Copper Rand Mine, the deepening of the existing shaft has been
completed and 785 feet of the 3,800-foot decline ramp has been driven.
Completion of the decline ramp is scheduled for the latter half of 2003 and
rehabilitation of the mines infrastructure is currently underway. Commercial
production is expected to begin in the first half of 2004, at an initial rate
of 35,000 tons per month and ramping up to 45,000 tons over a mine life of
almost five years based on current mineral resources.

Results

For the year ended December 31, 2002, Campbell recorded a net loss of $5.1
million ($0.13 per share), compared with a net loss of $4.4 million ($0.18 per
share) for 2001, and a net loss of $41.9 million ($2.66 per share) for 2000.

During the year ended December 31, 2002, 32,500 ounces of gold were produced
from the Joe Mann Mine, including 4,710 ounces during the development period.
The cash operating cost per ounce for the ounces produced since the resumption
of commercial production was US$361 per ounce.

Sales during 2002 were $14.7 million, representing 27,776 ounces of gold,
502,000 pounds of copper and 12,000 ounces of silver. The average sale price
for the gold during the year was US$321. Sales were made at spot prices. The
following table sets out production information by quarter for the year ended
December 31, 2002:

|                  |                    |  |             |        |             |  |             |        |       |  |        |        |  |  |         |        | 
|----------------- | ------------------ |  | ----------- | ------ | ----------- |  | ----------- | ------ | ----- |  | ------ | ------ |  |  | ------- | ------ | 
|                  |                    |  | 2nd Quarter |        | 3rd Quarter |  | 4th Quarter |        | Total
|                  |                    |  |             |        |             |  |             |        |      
|Tons produced     |                    |  | 48,931      |        |             |  | 40,132      |        |       |  | 45,263 |        |  |  | 134,328 |       
|Au (ounces)       |                    |  | 9,479       |        |             |  | 7,715       |        |       |  | 10,582 |        |  |  | 27,776  |       
|                  | Ore grade (oz/ton) |  |             | 0.237  |             |  |             | 0.217  |       |  |        | 0.253  |  |  |         | 0.236  | 
|                  | Gold recovery rate |  |             | 82%    |             |  |             | 88%    |       |  |        | 93%    |  |  |         | 87%    | 
|Cu (000s pounds) |                    |  | 163         |        |             |  | 141         |        |       |  | 198    |        |  |  | 502     |       
|                  | Ore grade (%)      |  |             | 0.194% |             |  |             | 0.188% |       |  |        | 0.235% |  |  |         | 0.206% | 
|                  | Cu recovery rate   |  |             | 86%    |             |  |             | 94%    |       |  |        | 93%    |  |  |         | 91%    | 

Difficulties in recruiting experienced development miners and equipment
failures caused numerous delays and resulted in lower production than planned.
The fixed costs and operating costs increased both on a per ton of ore
processed basis and on a per ounce of gold produced basis. To compensate for
the lack of available labour, a portion of the mining development was
sub-contracted, which again led to higher expenses. Changes in the mining
schedule led to a lower ore grade than projected.

General administration expenses were $1.8 million during 2002, compared with
$2.1 million in 2001, and $2.6 million in 2000. The decrease was due to
synergies resulting from the merger with MSV Resources Inc. and GeoNova
Explorations Inc.

Depreciation for the year ended December 31, 2002 was $3.6 million, including
$3.5 million for the Joe Mann Mine or $125.38 per ounce of gold produced.

Following the sale of the Mexican properties and the resumption of operations
at Joe Mann, site maintenance costs were reduced considerably during 2002.

42



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Other revenues of $1 million included $0.7 million from sales of gold recovered
during the cleanup of the Campbell mill during the first quarter and a gain of
$0.2 million pursuant to payment in shares to redeem a long-term debt.

Liquidity and Capital Resources

Cash and cash equivalents at December 31, 2002 amounted to $3.4 million,
compared with $2.8 million and $4.6 million, respectively, for the years ended
December 31, 2001 and 2000. Despite the use of $5.0 million in operating
activities ($2.6 million before changes in non-cash working capital items),
cash and cash equivalents increased as a result of financing activities.

The Company drew down $3.6 million of its operating line from Investissement
Québec to finance the development and exploration programs at Joe Mann Mine.
This loan is repayable in quarterly installments of $670,000, the first of
which was made in the fourth quarter of 2002. During fiscal 2002, the Company
invested $4.1 million and $1.3 million, respectively, in its exploration and
development programs.

During fiscal 2002, an amount of $0.6 million was received following the
exercise of warrants issued in the previous year.

In the second quarter of fiscal 2002, for a net consideration of $5.3 million,
the Company issued 9.9 million common shares and 5.5 million warrants for the
purchase of 5.5 million common shares at $0.80 per share before May 15, 2003.

During fiscal 2002, the Company also sold the last two tranches of a royalty
financing on future production from the Joe Mann and Corner Bay properties for
cash receipts of $1.7 million and notes receivable totalling $16.4 million, as
described in Note 4 of the Consolidated Financial Statements.

These funds were used by the Company, among other purposes, to undertake a $0.4
million exploration program on its Chevrier and Lac aux Dorés properties, both
of which are located in the Chibougamau region.

At December 31, 2002, the working capital ratio was 1.4 :1 compared with 1.88
:1 a year earlier. This reduction is attributable to concentrate receivables
of $4.2 million and a receivable of $2.1 million from Copper Rand Corporation
Inc.

Site Restoration

The Company carries out an annual review of its provision for future site
restoration. At December 31, 2002, these future costs were estimated at $8.2
million for all the properties requiring future site restoration. Campbell has
$3.9 million held in trust to cover all the properties owned by its subsidiary,
MSV Resources Inc., in the Chibougamau region. For the Joe Mann and Eastmain
properties as well as the Campbell mill, a provision of $6.5 million has
already been taken and expensed in preceding fiscal years.

Risks

All operating costs are expressed in Canadian dollars. The collective
agreements of employees at the Joe Mann Mine, which expire in 2004, provide for
progressive salary reductions linked to a gold price below US$325. Sales are
directly impacted by fluctuations in metal prices and the Canadian/United
States dollar exchange rate. Numerous factors outside the control of the
Company can have an impact on these fluctuations. While the current policy is
to remain unhedged, the Company may occasionally use hedging contracts, for
which it has a credit margin of $4.5 million with a well-known U.S. financial
institution, to offset these fluctuations. During fiscal 2002, Campbell sold
its entire production at spot prices. The Company does not engage in off
balance sheet financing.

43



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Metal prices and the Canadian/United States dollar exchange rate also have an
impact on the calculation of mineral reserves, the continuance of mining
operations and the decision to develop properties, as well as the book value of
mining assets.

Interest rate changes have less impact on the Company. Debentures and
redeemable preferred shares, which represent a total of $48.9 million of total
long-term debt of $59.2 million, are covered by swap agreements with an
international bank.

Accounting Principles

Accounting principles are stated in Note 2 of the Consolidated Financial
Statements. The Company considers that the underlying estimates and
assumptions have an impact on the book value of mining properties on the
balance sheet. In accordance with the accounting principle relative to mining
properties, costs incurred to increase the existing capacity of a property, to
develop new zones of mineralization or for pre-production development are
capitalized. These costs, as well as acquisition and development costs for
properties with mining reserves, are depleted according to the unit of
production basis using proven and probable mineral reserves to which they
relate.

Mineral reserve estimates also have a large impact in determining whether or
not mining properties have decreased in value. The process of estimating
mineral reserves requires knowledge of the regional geological context and
structural context of the mine and its immediate surroundings and the
mineralization and mineralized zones. These estimates also change as a result
of various factors including, but not limited to, additional development work,
the metal prices, operating costs, research and development on mining methods,
and the permanent infrastructures used to access the deposit.

A change in any of the variables that enter into the calculation may have a
considerable influence on the other variables as well as on the evaluation of
reserves, thus decreasing the value of a mining property.

Outlook

Fiscal 2002 was both a new beginning and a period of adjustment for the
Company, during which it was able to establish that its current mining assets
offer potential for profitable development. With a portfolio of quality mining
properties, a continued cost rationalization program, an environment of rising
gold prices together with an experienced and dynamic management team, Campbell
is well positioned to meet its near and medium-term objectives.

44



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Item 6. Directors, Senior Management and Employees

Directors

The following table sets forth certain information concerning the persons
to be nominated for election as directors of the Corporation, including their
beneficial ownership of Common Shares as of April 10, 2003. Unless otherwise
indicated, each nominee holds sole voting and investment power over his shares.

|                                             |  |                                                                                                                                                                                                                                                                                                                                                                  |  |                |      |     |  |               |    |          |  |           |            |         |  |  |   | 
|-------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ---- | --- |  | ------------- | -- | -------- |  | --------- | ---------- | ------- |  |  | - | 
|Name & Municipality                          |  | Principal Occupation                                                                                                                                                                                                                                                                                                                                             |  |                |      |     |  |               |    |          |  | Number of |            | Percent
|Of Residence                                 |  | And Business Experience                                                                                                                                                                                                                                                                                                                                          |  | Director Since |      | Age |  | Common Shares |    | of Class
|                                             |  |                                                                                                                                                                                                                                                                                                                                                                  |  |                |      |     |  |               |    |         
|Louis Archambault (C, D, E)
Montréal, Québec |  | President, Groupe Conseil Entraco
Inc., Montréal, Québec,
environmental consulting firm.                                                                                                                                                                                                                                                                         |  |                | 2001 |     |  |               | 52 |          |  |           | Nil(1)     |         |  |  | 
|                                            
|                                            
|                                            
|                                            
|Michel Blouin (B, D)
Montréal, Québec        |  | Partner, Lavery de Billy, Montréal,
Québec, law firm; Director of
Jilbey Enterprises Ltd. and Slam
Exploration Ltd., exploration
companies.                                                                                                                                                                                                                      |  |                | 2000 |     |  |               | 61 |          |  |           | 3000(2)    |         |  |  | 
|                                            
|                                            
|                                            
|                                            
|Graham G. Clow (B, E)
Toronto, Ontario       |  | Mining Engineer; Principal, Roscoe
Postle Associates Inc., Toronto,
Ontario, geological and mining
consultants; prior to May 2001,
President & Chief Executive
Officer, Manhattan Minerals Corp.,
Vancouver, BC; prior to June 1998,
Senior Vice President, Operations, Breakwater Resources Ltd.,
President, CanZinco Ltd., Toronto,
Ontario; mining companies. |  |                | 1996 |     |  |               | 52 |          |  |           | 250(3)     |         |  |  | *
|                                            
|                                            
|                                            
|                                            
|André Y. Fortier (A)
Montréal, Québec        |  | President and Chief Executive
Officer of Campbell; prior to June
2001, Chairman and Chief Executive
Officer of MSV Resources Inc.,
President and Chief Executive
Officer of GéoNova Explorations
Inc.; Director of Mazarin Mining
Corporation, Montréal, Québec, and
Southern Africa Corporation,
Toronto, Ontario, mining and
exploration companies.            |  |                | 2000 |     |  |               | 62 |          |  |           | 218,713(4) |         |  |  | *

45



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|                                                   |  |                                                                                                                                                                                                                                                                 |  |                |      |     |  |               |    |          |  |           |           |         |  |  |   | 
|-------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ---- | --- |  | ------------- | -- | -------- |  | --------- | --------- | ------- |  |  | - | 
|Name & Municipality                                |  | Principal Occupation                                                                                                                                                                                                                                            |  |                |      |     |  |               |    |          |  | Number of |           | Percent
|Of Residence                                       |  | And Business Experience                                                                                                                                                                                                                                         |  | Director Since |      | Age |  | Common Shares |    | of Class
|                                                   |  |                                                                                                                                                                                                                                                                 |  |                |      |     |  |               |    |         
|Nicolas Guay(B)
Québec, Québec                     |  | Chartered Accountant; Owner of Pro
Technique Québec Inc., Québec,
Québec, electronics company;
Director of and prior to 2002,
Chairman of Aéroport de Québec;
prior to June 2001, Director of
GéoNova Explorations Inc.,
Montréal, Québec, exploration
company. |  |                | 2003 |     |  |               | 63 |          |  |           | 35,978    |         |  |  | *
|                                                  
|                                                  
|                                                  
|                                                  
|James C.
McCartney Q.C. (A, C, D)
Toronto, Ontario |  | Chairman of Campbell; Counsel,
McCarthy Tétrault LLP; Toronto,
Ontario; law firm; prior to January
2003, Partner and Past Chairman,
McCarthy Tétrault LLP.                                                                                                      |  |                | 1993 |     |  |               | 65 |          |  |           | 7,500(5)  |         |  |  | *
|                                                  
|                                                  
|                                                  
|                                                  
|G. E. Kurt Pralle (B, C)
Ramsey, New Jersey      |  | Mining and Metallurgical Consultant.                                                                                                                                                                                                                            |  |                | 1993 |     |  |               | 68 |          |  |           | 10,000(6) |         |  |  | *
|                                                  
|                                                  
|                                                  
|                                                  
|James D. Raymond (A)
Montréal, Québec              |  | Private Investor.                                                                                                                                                                                                                                               |  |                | 1979 |     |  |               | 77 |          |  |           | 1,000(7)  |         |  |  | *

Notes:

|                                                      |  |                                           
|----------------------------------------------------- |  | ------------------------------------------
|(1) Excludes 67,500 Common Shares subject to option.  |  | A Member of Executive Committee           
|(2) Excludes 72,000 Common Shares subject to option.  |  | B Member of Audit Committee               
|(3) Excludes 95,000 Common Shares subject to option.  |  | C Member of Compensation Committee        
|(4) Excludes 470,000 Common Shares subject to option. |  | D Member of Corporate Governance Committee
|(5) Excludes 180,000 Common Shares subject to option. |  | E Member of Environmental Committee       
|(6) Excludes 105,000 Common Shares subject to option. |  |                                           
|(7) Excludes 115,000 Common Shares subject to option. |  |                                           



| |  | Less than 1% of the outstanding Common Shares.
|- |  | ----------------------------------------------

46



---



##### 



Senior Management

The following table shows certain information with respect to the
executive and other officers of the Corporation

|                      |  |                                                         |  |              |      |                     |  |                         |  |  |    | 
|--------------------- |  | ------------------------------------------------------- |  | ------------ | ---- | ------------------- |  | ----------------------- |  |  | -- | 
|                      |  |                                                         |  | Year         |      |                     |  |                         |  | 
|                      |  |                                                         |  | appointed to |      | Other Positions and |  |                         |  | 
|Name                  |  | Office                                                  |  | Office       |      | Business Experience |  | Age                    
|                      |  |                                                         |  |              |      |                     |  |                        
|André Y. Fortier      |  | President and Chief
ExecutiveOfficer
of the Corporation |  |              | 2000 |                     |  | Business Executive(1)   |  |  | 62 | 
|                     
|                     
|                     
|                     
|Claude Bégin          |  | Executive Vice President & Chief Operating Officer      |  |              | 2001 |                     |  | Mining Engineer(2)      |  |  | 56 | 
|                     
|                     
|                     
|                     
|Alain Blais           |  | Vice President, Development &
Geology                   |  |              | 2001 |                     |  | Geologist(3)            |  |  | 47 | 
|                     
|                     
|                     
|                     
|Lucie Brun            |  | Executive Vice President & Chief
Administrative Officer |  |              | 2001 |                     |  | Chartered Accountant(4) |  |  | 45 | 
|                     
|                     
|                     
|                     
|Lorna D. MacGillivray |  | Vice President, Secretary &General Counsel              |  |              | 1988 |                     |  | Lawyer(5)               |  |  | 51 | 

|       |  |                                                                                                                                                                         
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Notes:
|      
|(1)    |  | See description of
Principal Occupation and Business Experience under Directors on
page 45.                                                                             
|(2)    |  | Prior to joining
Campbell in 2001, Mr. Bégin was Mine Manager of the
Holloway gold mine operated by Battle Mountain Canada Ltd.                                         
|(3)    |  | Prior to the merger
in June 2001, Mr. Blais was Vice President, Development and
Geology with MSV Resources Inc. and has worked as a geologist in
Chibougamau since 1979.
|(4)    |  | Prior to joining
Campbell in 2001, Ms. Brun was Executive Vice President and
Chief Administrative Officer of MSV Resources Inc. which she joined
in 1996.               
|(5)    |  | Ms. MacGillivray
joined Campbell in 1983 and has been Vice President, Secretary and
General Counsel since 1994.                                                         

As of April 10, 2003, the directors and officers of the Corporation as a
group beneficially owned 257,774 Common Shares representing approximately 0.6%
of the outstanding Common Shares excluding 1,382,250 Common Shares subject to
option. The information as to Common Shares beneficially owned or over which
control or direction is exercised, not being within the knowledge of the
Corporation, has been furnished by the respective directors and officers
individually.

There are no family relationships existing among any of the executive
officers or directors of the Corporation.

As a foreign private issuer pursuant to Rule 3a12-3 under the Securities
Exchange Act of 1934 (Exchange Act), the registrant is not subject to Section
16 of the Exchange Act.

Compensation

The following table sets forth information concerning the compensation
paid to the Corporations Chief Executive Officer and its most highly paid
executive officers as required to be disclosed in accordance with applicable
securities regulations (the Named Executive Officers) during the
Corporations three financial years ended December 31, 2002, December 31, 2001
and December 31, 2000:

47



---



##### 



SUMMARY COMPENSATION TABLE

|                                                                   |        |                     |                |                        |  |        |                         |        |  |                 |            |                  |  |                     |            |         |  |              |                   |  |  |  |       |  |  |  |       | 
|------------------------------------------------------------------ | ------ | ------------------- | -------------- | ---------------------- |  | ------ | ----------------------- | ------ |  | --------------- | ---------- | ---------------- |  | ------------------- | ---------- | ------- |  | ------------ | ----------------- |  |  |  | ----- |  |  |  | ----- | 
|                                                                   |        | Annual Compensation |                | Long-Term Compensation
|                                                                   |        |                     |                |                       
|                                                                   | Awards |                     | Payouts       
|                                                                   |        |                     |               
|                                                                   | Other  |                     |                |                        |  |        |                         |        |  |                 |            |                  |  |                     |            |        
|                                                                   | Annual |                     |                |                        |  |        | Restricted Shares       |        |  | LTIP            |            | All Other       
|Name and Principal                                                 |        |                     |                |                        |  | Salary |                         | Bonus  |  | Compensation(3) |            | Securities Under |  | or Restricted Share |            | Payouts |  | Compensation
|Position                                                           |        | Year                |                | ($)                    |  | ($)    |                         | ($)    |  | Options(#)      |            | Units($)         |  | ($)                 |            | ($)    
|                                                                   |        |                     |                |                        |  |        |                         |        |  |                 |            |                  |  |                     |            |        
|André Y. Fortier
President & Chief
Executive Officer               |        |                     | 2002
2001
2000 |                        |  |        | 210,288
172,961
12,000  | (1)(2) |  |                 | 

      |                  |  |                     | 13,500

 |         |  |              | 150,000
300,000
 |  |  |  | 

 |  |  |  | 

 | 
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Claude Bégin
Executive Vice
President & Chief
Operating Officer    |        |                     | 2002
2001
2000 |                        |  |        | 131,192
88,846
        | (5)(6) |  |                 | 
15,573
 | (4)              |  |                     | 13,500

 |         |  |              | 70,000
100,000
  |  |  |  | 

 |  |  |  | 

 | 
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Alain Blais
Vice President,
Development &
Geology                  |        |                     | 2002
2001
2000 |                        |  |        | 91,154
88,654
         | (6)    |  |                 | 
13,500
 | (4)              |  |                     | 13,500

 |         |  |              | 40,000
87,500
   |  |  |  | 

 |  |  |  | 

 | 
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Lucie Brun
Executive Vice
President & Chief
Administrative
Officer |        |                     | 2002
2001
2000 |                        |  |        | 100,963
100,961
       | (6)    |  |                 | 
13,500
 | (4)              |  |                     | 13,500

 |         |  |              | 40,000
117,500
  |  |  |  | 

 |  |  |  | 

 | 
|                                                                  
|                                                                  
|                                                                  
|                                                                  
|Lorna D. MacGillivray
Vice President,
Secretary & General
Counsel  |        |                     | 2002
2001
2000 |                        |  |        | 130,000
130,000
130,000 | (7)(7) |  |                 | 

      |                  |  |                     | 

      |         |  |              | 30,000
65,000
   |  |  |  | 

 |  |  |  | 

 | 

Notes:



|(1) |  | Includes salary from July 1, 2001 and fees of $72,000 for the period from
January 1 to June 30, 2001 paid by the Corporation. Mr. Fortier was also
President and Chief Executive Officer of MSV Resources Inc. (MSV) and
GéoNova Explorations Inc. (GéoNova). MSV and GéoNova became wholly-owned
subsidiaries of the Corporation on June 30, 2001. He received a monthly
fee for his services to the Corporation until June 2001 when he became a
full time employee of the Corporation.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Represents one-months fee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|(3) |  | Perquisites and other personal benefits for the named executive officers
did not exceed the lesser of $50,000 and 10% of total annual salary and
bonus.                                                                                                                                                                                                                                                                                                                                      
|   
|(4) |  | Amounts paid by MSV.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|(5) |  | Mr. Bégin joined the Corporation on April 24, 2001. He received a
housing allowance relating to the sale of his home and relocation.                                                                                                                                                                                                                                                                                                                                                         
|   
|(6) |  | Includes amounts paid by MSV.                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|(7) |  | Since March 1, 2001, the Corporation received $4,500 per month from Zemex
Corporation in payment for one third of Ms. MacGillivrays time spent on
corporate secretarial and legal matters for Zemex, less charges for office
space provided to the Corporation. Effective January 1, 2002, this
arrangement was amended to cover one half her time for $6,600 per month
with no provision of office space.                                                                                  

48



---



##### 



Option/SAR Grants in Last Financial Year

The following table sets forth information concerning the grants of
options and SARs during the financial year ended December 31, 2002:

|                                                                    |  |                  |         |                 |  |                    |      |                  |  |                 |      |            |  |                 |      |  |  |           
|------------------------------------------------------------------- |  | ---------------- | ------- | --------------- |  | ------------------ | ---- | ---------------- |  | --------------- | ---- | ---------- |  | --------------- | ---- |  |  | ----------
|                                                                    |  |                  |         |                 |  |                    |      |                  |  |                 |      |            |  | Market Value of |      | 
|                                                                    |  |                  |         |                 |  | % of Total         |      |                  |  |                 |      | Securities |  |                
|                                                                    |  |                  |         |                 |  | Options/SARs       |      | Exercise or Base |  | Underlying      |      |           
|                                                                    |  | Securities Under |         | Granted to      |  | Price ($/Security) |      | Options/SARs on  |  |                
|Name                                                                |  | Options ($)      |         | Employees in FY |  | (3)                |      | Date of Grant    |  | Expiration Date
|                                                                    |  |                  |         |                 |  |                    |      |                  |  |                
|André Y. Fortier
President & CEO                                    |  |                  | 150,000 | (1)(2)          |  |                    | 29.4 | %                |  | $               | 0.67 |            |  | $               | 0.67 |  |  | 06/08/2007
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Claude Bégin
Executive Vice
President &Chief Operating Officer      |  |                  | 70,000  | (1)             |  |                    | 13.6 | %                |  | $               | 0.67 |            |  | $               | 0.67 |  |  | 06/08/2007
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Alain Blais
Vice President,
Development & Geology                   |  |                  | 40,000  | (1)             |  |                    | 7.8  | %                |  | $               | 067  |            |  | $               | 0.67 |  |  | 06/08/2007
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Lucie Brun
Executive Vice President &Chief Administrative Officer   |  |                  | 40,000  | (1)             |  |                    | 7.8  | %                |  | $               | 0.67 |            |  | $               | 0.67 |  |  | 06/08/2007
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Lorna D. MacGillivray
Vice President,
Secretary and General Counsel |  |                  | 30,000  | (1)             |  |                    | 5.8  | %                |  | $               | 0.67 |            |  | $               | 0.67 |  |  | 06/08/2007

Notes:



|(1) |  | These options were granted on August 6, 2002, for a term of 5 years. No
SARs were granted.                                                                                                      
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Excludes options to acquire 20,000 Common Shares granted during 2002
under the Directors Stock Option Plan which are also for a 5 year term
and are fully exercisable at $0.67 per Common Share.

Aggregated Option/SAR Exercises During The Most Recently Completed Financial
Year and Financial Year End Option/SAR Values

The following table sets forth information concerning the exercise of
options during the financial year ended December 31, 2002 and the value at
December 31, 2002 of unexercised in-the-money options held by each of the Named
Executive Officers:

|                                                                    |  |                     |  |                 |  |                           |             |                           |  |                     
|------------------------------------------------------------------- |  | ------------------- |  | --------------- |  | ------------------------- | ----------- | ------------------------- |  | --------------------
|                                                                    |  |                     |  |                 |  |                           |             |                           |  | Value of Unexercised
|                                                                    |  |                     |  |                 |  |                           |             |                           |  | in-the-Money        
|                                                                    |  |                     |  |                 |  | Unexercised Options at    |             | Options/SARs at          
|                                                                    |  | Securities Acquired |  | Aggregate Value |  | FY-End (#)                |             | FY-End ($)               
|Name                                                                |  | on Exercise (#)     |  | Realized ($)    |  | Exercisable/Unexercisable |             | Exercisable/Unexercisable
|                                                                    |  |                     |  |                 |  |                           |             |                          
|André Y. Fortier
President & Chief Executive Officer                |  | Nil                 |  | Nil             |  |                           | 382,500/Nil | (1)                       |  | Nil/Nil             
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Claude Begin
Executive Vice President & Chief
Operating Officer     |  | Nil                 |  | Nil             |  |                           | 170,000/Nil |                           |  | Nil/Nil             
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Alain Blais
Vice President, Development &
Geology                   |  | Nil                 |  | Nil             |  |                           | 127,500/Nil |                           |  | Nil/Nil             
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Lucie Brun
Executive Vice President, & Chief
Administrative Officer |  | Nil                 |  | Nil             |  |                           | 157,500/Nil |                           |  | Nil/Nil             
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Lorna D. MacGillivray
Vice President,
Secretary & General Counsel   |  | Nil                 |  | Nil             |  |                           | 120,000/Nil |                           |  | Nil/Nil             

Notes:



|(1) |  | Excludes options granted on August 6, 2002 to acquire 20,000 Common
Shares exercisable at $0.67 and January 31, 2001 to acquire 20,000 Common
Shares exercisable at $0.62 per share and options granted on August 15,
2001 to acquire 47,500 Common Shares at $0.51 per share under the
Directors Stock Option Plan.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

49



---



##### 



Pension Plan

Campbell has a defined benefit pension plan (the Pension Plan) available
on a voluntary basis to all employees of Campbell and its subsidiaries other
than those who are subject to the provisions of a collective agreement. The
Pension Plan provides a pension equal to 2% of the average annual salary, not
including bonuses and other compensation, during the three most highly paid
years for each year of credited service subject to the maximum benefit
limitation applicable to registered pension plans under the Income Tax Act
(Canada). Benefits under the Pension Plan are vested after two years. Early
retirement is permitted after age 55, subject to reductions. The Pension Plan
also provides that certain members may be designated as Class A
non-contributory members. Head office and certain senior employees have been
designated as Class A non-contributory members.

The following table sets forth the benefits calculated under the Pension
Plan at various salary levels and years of employment on the assumption such
benefits become payable upon retirement at age sixty-five. Benefits under the
Pension Plan are not reduced by social security or other offset amounts. The
payment of such benefits is subject to the maximum benefit limitation
applicable to registered pension plans under the Income Tax Act(Canada) which
currently is $1,722 for each year of service.

Pension Plan Table

|             |  |                  |         |    |  |    |         |    |  |    |         |  |  |  |         |  |  |  |         | 
|------------ |  | ---------------- | ------- | -- |  | -- | ------- | -- |  | -- | ------- |  |  |  | ------- |  |  |  | ------- | 
|             |  | Years of Service
|             |  |                 
|Remuneration |  | 15               |         | 20 |  | 25 |         | 30 |  | 35
|             |  |                  |         |    |  |    |         |    |  |   
|125,000      |  |                  | 37,500  |    |  |    | 50,000  |    |  |    | 62,500  |  |  |  | 75,000  |  |  |  | 87,500  | 
|150,000      |  |                  | 45,000  |    |  |    | 60,000  |    |  |    | 75,000  |  |  |  | 90,000  |  |  |  | 105,000 | 
|175,000      |  |                  | 52,500  |    |  |    | 70,000  |    |  |    | 87,500  |  |  |  | 105,000 |  |  |  | 122,500 | 
|200,000      |  |                  | 60,000  |    |  |    | 80,000  |    |  |    | 100,000 |  |  |  | 120,000 |  |  |  | 140,000 | 
|225,000      |  |                  | 67,500  |    |  |    | 90,000  |    |  |    | 112,500 |  |  |  | 135,000 |  |  |  | 157,500 | 
|250,000      |  |                  | 75,000  |    |  |    | 100,000 |    |  |    | 125,000 |  |  |  | 150,000 |  |  |  | 175,000 | 
|300,000      |  |                  | 90,000  |    |  |    | 120,000 |    |  |    | 150,000 |  |  |  | 180,000 |  |  |  | 210,000 | 
|400,000      |  |                  | 120,000 |    |  |    | 160,000 |    |  |    | 200,000 |  |  |  | 240,000 |  |  |  | 280,000 | 

On December 31, 2002, Ms. MacGillivray had 9.4 years of credited service
under the Pension Plan.

50



---



##### 



Indebtedness of Directors and Officers

No directors or officers of the Corporation are indebted to the
Corporation. Grant of Stock Options

The following table sets forth the details regarding the grants of options
by the Corporation.

|                                                                                                                         |  |                  |  |                   |  |        |         |              |  |               |      |              |  |                  |      |              |  |                      |    |   |  |  |  | 
|------------------------------------------------------------------------------------------------------------------------ |  | ---------------- |  | ----------------- |  | ------ | ------- | ------------ |  | ------------- | ---- | ------------ |  | ---------------- | ---- | ------------ |  | -------------------- | -- | - |  |  |  | 
|                                                                                                                         |  |                  |  |                   |  |        |         |              |  | Number of     |      |              |  |                  |      | Market Value |  | Vesting Dates of    
|                                                                                                                         |  |                  |  |                   |  |        |         |              |  | Common Shares |      | Exercise     |  | of Common Shares |      | Outstanding 
|                                                                                                                         |  | Date of Grant    |  | Expiry Date       |  | Under  |         | Price Per    |  | on Date       |      | Options     
|                                                                                                                         |  | (mm/dd/yyyy)     |  | (mm/dd/yyyy)      |  | Option |         | Common Share |  | of Grant      |      | (mm/dd/2002)
|                                                                                                                         |  |                  |  |                   |  |        |         |              |  |               |      |             
|(a) Current and Past
Named Executive Officers
of Campbell, as a group                                                    |  |                  |  |                   |  |        |         |              | 
|(5 persons)                                                                                                              |  | August 6, 2002   |  | August 6, 2007    |  |        | 350,000 |              |  | $             | 0.67 |              |  | $                | 0.67 |              |  | August 6, 2002 (1)  
|(5 persons)                                                                                                              |  | August 15, 2001  |  | August 15, 2006   |  |        | 352,500 |              |  | $             | 0.51 |              |  | $                | 0.51 |              |  | August 15, 2001     
|(3 persons)                                                                                                              |  | January 31, 2001 |  | January 31, 2006  |  |        | 220,000 |              |  | $             | 0.62 |              |  | $                | 0.62 |              |  | January  31, 2001   
|(1 person)                                                                                                               |  | August 11, 1999  |  | August 10, 2004   |  |        | 10,000  |              |  | $             | 4.30 |              |  | $                | 4.30 |              |  |                      | (2 | )
|(1 person)                                                                                                               |  | August 18, 1998  |  | August 18, 2003   |  |        | 15,000  |              |  | $             | 4.40 |              |  | $                | 4.40 |              |  |                      | (2 | )
|(b) Current and Past
Directors of Campbell who
are not listed under (a),
as a group                                      |  |                  |  |                   |  |        |         |              |  |              
|(1 person)                                                                                                               |  | August 6, 2002   |  | March 3, 2003 (3) |  |        | 20,000  |              |  | $             | 0.67 |              |  | $                | 0.67 |              |  | August 6, 2002      
|(7 persons)                                                                                                              |  | August 6, 2002   |  | August 6, 2007    |  |        | 160,000 |              |  | $             | 0.67 |              |  | $                | 0.67 |              |  | August 6, 2002 (5)  
|(8 persons)                                                                                                              |  | August 15, 2001  |  | August 15, 2006   |  |        | 522,250 |              |  | $             | 0.51 |              |  | $                | 0.51 |              |  | August 15, 2001 (6) 
|(8 persons)                                                                                                              |  | January 31, 2001 |  | January 31, 2006  |  |        | 180,000 |              |  | $             | 0.62 |              |  | $                | 0.62 |              |  | January 31, 2001 (5)
|(1 person)                                                                                                               |  | March 8, 2000    |  | March 9, 2005     |  |        | 15,000  |              |  | $             | 3.70 |              |  | $                | 3.70 |              |  |                      | (2 | )
|(4 persons)                                                                                                              |  | August 11, 1999  |  | August 10, 2004   |  |        | 40,000  |              |  | $             | 4.30 |              |  | $                | 4.30 |              |  |                      | (4 | )
|(6 persons)                                                                                                              |  | August 18, 1998  |  | August 18, 2003   |  |        | 130,000 |              |  | $             | 4.40 |              |  | $                | 4.40 |              |  |                      | (4 | )
|(c) All other current and
past employees of Campbell
who are not listed under (a)
or (b), as a group                     |  |                  |  |                   | 
|(13 persons)                                                                                                             |  | August 6, 2002   |  | August 6, 2007    |  |        | 160,000 |              |  | $             | 0.67 |              |  | $                | 0.67 |              |  | August 6, 2002      
|(9 persons)                                                                                                              |  | August 15, 2001  |  | August 15, 2006   |  |        | 136,250 |              |  | $             | 0.51 |              |  | $                | 0.51 |              |  | August 15, 2001     
|(1 persons)                                                                                                              |  | January 31, 2001 |  | January 31, 2006  |  |        | 50,000  |              |  | $             | 0.62 |              |  | $                | 0.62 |              |  |                      | (2 | )
|(1 person)                                                                                                               |  | August 11, 1999  |  | August 10, 2004   |  |        | 2,500   |              |  | $             | 4.30 |              |  | $                | 4.30 |              |  |                      | (2 | )
|(2 persons)                                                                                                              |  | August 12, 1997  |  | August 12, 2002   |  |        | 15,000  |              |  | $             | 7.10 |              |  | $                | 7.10 |              |  |                      | (2 | )
|(d) All other current and past
employees of Campbells
subsidiaries who are not
listed under (a), (b) or
(c), as a group |  |                 
|Nil                                                                                                                      |  |                  |  |                   |  |        |         |              |  |               |      |              |  |                  |      |              |  |                      |    |   |  |  |  | 
|(e) Any other person or
company (includes
underwriters)                                                                  |  |                  |  |                   |  |        |         |              | 
|(1 company)                                                                                                              |  | December 5, 2001 |  | December 31, 2003 |  |        | 100,000 |              |  | $             | 0.52 |              |  | $                | 0.48 |              |  | December 5, 2001    

Notes:



|(1) |  | Includes 20,000 options issued under the Directors Stock Option Plan.                                                                                                                    
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Options granted prior to 2001 under the Employee Incentive plan vested as
to 25% immediately with a cumulative 25% vesting on each of the first

three anniversaries of the date of grant.
|   
|(3) |  | Options expired 6 months following the death of a former Director.                                                                                                                        
|   
|(4) |  | Options under the Directors Stock Option vest immediately.                                                                                                                               
|   
|(5) |  | Includes 20,000 options issued under the Employee Incentive Plan.                                                                                                                         
|   
|(6) |  | Includes 10,000 options issued under the Employee Incentive Plan.                                                                                                                         

51



---



##### 



Employee Incentive Plan

The Corporation maintains an Employee Incentive Plan consisting of the
Share Purchase Plan, the Share Option Plan, the Share Bonus Plan and the Share
Loan Plan. Directors who are not officers do not participate in the Employee
Incentive Plan.

Share Option Plan

The Share Option Plan is intended to promote the interests of the
Corporation and its shareholders by making provisions for stock options as an
additional incentive to attract, retain and motivate officers and salaried
employees. Grants are made at the discretion of the Board of Directors or a
committee of the board comprised of members, a majority of whom are not
eligible to participate in the Plan (the Compensation Committee). The Board
of Directors or the Compensation Committee may, in its discretion, determine
which officers or employees will be granted options, the number of Common
Shares to be the subject of each option, the purchase price of such shares and
the duration of the options, which may not exceed five years. The Board of
Directors or the Compensation Committee may also impose other terms and
conditions respecting any option granted as it may consider appropriate or
necessary.

Freestanding SARs are not provided for under the Share Option Plan. The
options may, at the discretion of the Board of Directors or the Compensation
Committee, be accompanied by SARs which entitle the holder to elect to
terminate his or her options, in whole or in part and, in lieu of receiving the
Common Shares (Option Shares) to which the terminated options relate, elect
to receive that number of Common Shares, disregarding fractions, which have a
total value equal to the product of the number of Option Shares times the
difference between the fair value (at the date of such election) and the option
price per share of the Option Shares, less any amount withheld on account of
income taxes, which income taxes will be remitted on the employees behalf by
the Corporation. Only options granted prior to 2001, entitling two holders to
acquire an aggregate of 42,500 Common Shares are accompanied by SARs.

During 2002, 330,000 options were granted under the Share Option Plan to
Named Executive Officers. These options are exercisable at $0.67 per share and
are fully exercisable. Options to purchase 20,000 Common Shares were granted to
an officer who is not a Named Executive Officer exercisable at $0.67 per share.
The options were granted for a term of five years and are not accompanied by
SARs. In addition, 180,000 options were granted under the Share Option Plan to
fourteen senior employees who are not Named Executive Officers. These options
are exercisable at $0.67 and are fully exercisable.

As at December 31, 2002, a total of 1,321,250 Common Shares were issuable
upon exercise of options under the Share Option Plan including 957,500 Common
Shares issuable upon exercise of options held by five Named Executive Officers.
Such options are exercisable at exercise prices ranging from $0.51 to $4.40 per
share and expire between August 18, 2003 and August 6, 2007.

Share Purchase Plan

The Share Purchase Plan is designed to encourage employees of the
Corporation to purchase Common Shares on a regular basis. Due to the economic
climate the Share Purchase Plan was temporarily suspended in 2001 and no shares
were issued under the Share Purchase Plan in 2002. With the re-commencement of
operations, the Share Purchase Plan will be offered to employees in 2003.
Employees of the Corporation who have been continuously employed by the
Corporation for at least one year, or less at the discretion of the
Compensation Committee or the Board of Directors, are eligible each January 1
to participate in the Share Purchase Plan. Each eligible employee may
contribute up to 5% of his or her basic salary to the Share Purchase Plan
through monthly deductions. On a quarterly basis, the Corporation will
contribute an amount equal to 50% of the employees share contributions to such date and each participating employee will then be
issued Common Shares having a value equal to the aggregate amounts contributed
by such employee and the Corporation.

52



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Share Bonus Plan

The Share Bonus Plan is intended to promote the interests of the
Corporation and its shareholders by permitting the Board of Directors or the
Compensation Committee, in its discretion, to issue Common Shares to full-time
salaried employees of the Corporation as a bonus in recognition of services
provided to the Corporation by such employee. The issue of Common Shares to
such employee may be subject to such terms and conditions as are determined by
the Board of Directors or the Compensation Committee. During 2001, no Common
Shares were issued pursuant to the Share Bonus Plan.

Share Loan Plan

The Share Loan Plan is intended to provide an additional incentive to
motivate full time officers who will make important contributions to the
success of the Corporation by assisting such persons to acquire shares of
Campbell. The Compensation Committee may in its discretion make loans to full
time officers of the Corporation. Such loans shall be subject to such terms
and conditions including rates of interest, if any, as the Compensation
Committee may consider appropriate. During 2002, no loans were granted and no
loans are outstanding under the Share Loan Plan.

Directors Stock Option Plan

In August 1993, the Board of Directors approved the Directors Stock
Option Plan (the Directors Plan) and shareholders approved the Directors
Plan on May 18, 1994.

The Directors Plan is administered by the Board of Directors or by a
Committee thereof (the Administrator). The exercise price of the options
granted thereunder shall be at the average of the closing prices (or bid and
ask where there was no trade) of the Common Shares of the Corporation on the
Toronto Stock Exchange on the five trading days prior to the date of grant (the
Market Price). Options granted under the Directors Plan are for a five-year
term to be exercisable on terms and conditions as set out by the Administrator.
In order that the Directors Plan together with the Employee Incentive Plan
comply with stock exchange rules, a provision was added to the Plan to provide
that the maximum number of shares subject to option under the Plan together
with the shares reserved for issuance under the Employee Incentive Plan shall
not at any time exceed 10% of the issued and outstanding shares of the
Corporation on a non-diluted basis or such higher number as exchange rules may
permit. Under the Directors Plan, an aggregate of 1,000,000 Common Shares have
been approved for issuance of which 35,000 Common Shares have been issued.

At December 31, 2002, options to acquire an aggregate of 859,750 Common
Shares were outstanding under the Directors Plan. No options were exercised
under the Directors Plan, during 2002.

On August 6, 2002, an aggregate of 180,000 options were granted under the
Directors Plan. Each of the nine directors of the Corporation were granted
options entitling the holder to acquire 20,000 Common Shares, exercisable at
Cdn$0.67 per share, the Market Price. The options are fully exercisable and
have a five-year term expiring on August 6, 2007.

Remuneration of Directors

All directors of the Corporation receive an annual directors fee of
$4,000 and an attendance fee of $600 per meeting attended in person and $300
per meeting attended by telephone and out-of-pocket expenses relating to
attendance at a board or committee meeting. The Corporation paid aggregate
remuneration of $71,367 to 8 incumbent and one former director in their capacities as such during the
fiscal period ended December 31, 2002. Mr. Fortier does not receive directors
fees.

53



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In 2002, the Corporation engaged the law firm McCarthy Tétrault LLP of
which James C. McCartney, Q.C., a director and chairman of the Corporation, was
a senior partner during 2002 to provide legal advice to the Corporation. An
aggregate of $57,046 was paid to McCarthy Tétrault LLP for legal services in
2002. The Corporation also engaged the law firm Lavery de Billy of which Michel
Blouin, a director of the Corporation, is a senior partner, to provide legal
advice to the Corporation. An aggregate of $30,091 was paid to Lavery de Billy
for legal services in 2002.

Directors and Officers Liability insurance

In 2002, the Corporation purchased directors and officers liability
insurance with a liability limit of $20,000,000 for which the Corporation paid
an annual premium of $163,500. The policy provides for a deductible, payable
by the Corporation of $100,000 other than for claims brought in the United
States in which case the deductible is $250,000. In October 2002, the
liability limit was reduced to $10,000,000 in order to maintain premiums at an
appropriate level.

Employment Agreements

The Corporation has entered into employment agreements with its executive
officers as described below.

On August 6, 2002, the Corporation entered into an employment agreement
with Mr. André Y. Fortier as President and Chief Executive Officer. The
agreement stipulates among other things, a base salary of $235,000 per annum
effective September 1, 2002 and provides that in the event that Mr. Fortiers
employment is terminated, he will be entitled to be paid up to thirty-six
months salary and benefits. In the event of a change of control, as defined,
Mr. Fortier will be entitled to resign within six months thereof and be paid
thirty-six months salary and benefits. The agreement also provides that in
the event of resignation or termination, options held by Mr. Fortier will
immediately become fully exercisable. Such options will expire ninety days
after resignation or termination.

On August 6, 2002, the Corporation entered into an employment agreement
with Ms. Lucie Brun as Executive Vice President and Chief Administrative
Officer. The agreement stipulates among other things, a base salary of $110,000
per annum effective September 1, 2002 and provides that in the event that Ms.
Bruns employment is terminated, she will be entitled to be paid up to
twenty-four months salary and benefits. In the event of a change of control,
as defined, Ms. Brun will be entitled to resign within six months thereof and
be paid twenty-four months salary and benefits. The agreement also provides
that in the event of resignation or termination, options held by Ms. Brun will

immediately become fully exercisable. Such options will expire ninety days
after resignation or termination.

On August 6, 2002, the Corporation entered into an employment agreement
with Mr. Claude Begin as Executive Vice President and Chief Operating Officer.
The agreement stipulates among other things, a base salary of $140,000 per
annum effective September 1, 2002 and provides that in the event that Mr.
Begins employment is terminated, he will be entitled to be paid up to
twenty-four months salary and benefits. In the event of a change of control,
as defined, Mr. Begin will be entitled to resign within six months thereof and
be paid twenty-four months salary and benefits. The agreement also provides
that in the event of resignation or termination, options held by Mr. Begin will
immediately become fully exercisable. Such options will expire ninety days
after resignation or termination.

On August 6, 2002, the Corporation entered into an employment agreement
with Mr. Alain Blais as Vice President, Development & Geology. The agreement
stipulates among other things, a base salary of $100,000 per annum effective
September 1, 2002 and provides that in the event that Mr. Blaiss employment is
terminated, he will be entitled to be paid up to twenty-four months salary and benefits. In
the event of a change of control, as defined, Mr. Blais will be entitled to
resign within six months thereof and be paid twenty-four months salary and
benefits. The agreement also provides that in the event of resignation or
termination, options held by Mr. Blais will immediately become fully
exercisable. Such options will expire ninety days after resignation or
termination.

On December 1, 1994, the Corporation entered into an employment agreement
with Ms. Lorna D. MacGillivray as Vice President, Secretary and General
Counsel. The agreement stipulates among other things, a base salary of
$130,000 per annum effective January 1, 1997 and provides that in the event
that Ms. MacGillivrays employment is terminated, she will be entitled to be
paid up to twenty-four months salary and benefits. In the event

54



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of a change of control, as defined, Ms. MacGillivray will be entitled to resign within six
months thereof and be paid twenty-four months salary and benefits. The
agreement also provides that in the event of resignation or termination,
options held by Ms. MacGillivray will immediately become fully exercisable.
Such options will expire ninety days after resignation or termination.

Composition of the Compensation Committee

The Compensation Committee of the Board of Directors considers and
approves compensation, remuneration and incentive arrangements for directors,
officers and senior employees of Campbell. The members of the Compensation
Committee are James C. McCartney, Q.C., Louis Archambault and G. E. Kurt
Pralle. Mr. McCartney is Chairman of the Corporation and he is also Chairman of
the Compensation Committee. Mr. McCartney is counsel with the law firm McCarthy
Tétrault LLP which provides legal advice to the Corporation. Neither Mr.
Archambault nor Mr. Pralle is, nor was, at any time, an officer or employee of
the Corporation or any of its subsidiaries. In 1994, the Committee established
an executive compensation philosophy and policy to be followed in its future
consideration of executive compensation and incentive arrangements. Mr.
Archambault joined the Compensation Committee in October 2002.

Executive Compensation Philosophy and Policy

The Corporations Executive Compensation Policy is primarily based on a
pay for performance philosophy. The main objective of the policy is the
alignment of all financial reward systems with shareholder interests. The
compensation structure must also reflect the Corporations current financial
position and the scope of its operations. As a consequence, a heavy emphasis is
placed on the long-term business objectives of creating wealth, decreasing risk
by expanding operations, and providing returns to the Corporations
shareholders.

The particular elements of the executive compensation program for senior
executives of the Corporation, designed to encourage, compensate and reward
employees on the basis of individual and corporate performance, may be
summarized as follows:



| |  | Base SalaryThe program is designed to attract and retain executive
officers by delivering a competitive rate of base pay. Market
competitive rates will be determined by comparison with average
compensation levels of comparable mining companies. It is believed
that the average pay of these companies is a reasonable reference
point from which to target and manage base pay, while recognizing the
need for executive level experience and skills in the current phase
which will further the Corporations achievement of its growth
objectives.                                                                               
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Annual Incentive CompensationThe Corporation currently does not offer a
short-term variable pay or incentive plan but may in future implement
an annual incentive plan. Campbells Employee Incentive Plan has a
Share Bonus Plan component, which may be used to provide annual
incentive compensation. The use of this plan can combine both short
and longer term incentives and, through increased share holding,
would also align the interests of executive officers with those of
Campbells shareholders. Grants of annual bonuses would be based on the
employees contribution towards Campbells success in meeting its
goals.

55



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| |  | Stock Option ProgramsCampbell strongly believes that by providing
those persons who have substantial responsibility for the management
and growth of Campbell with an opportunity to acquire Campbells
stock, the interests of shareholders and executives will be
increasingly aligned. The number of stock options that will be
granted to executive officers will be based on competitive practices
of comparable mining companies and will reflect an emphasis on
long-term performance awards. Options will generally be granted for a
five-year term.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Report on Executive Compensation

On August 6, 2002 the Compensation Committee completed its annual review
of the compensation of its President and Chief Executive Officer and other
executive officers. The Committee received a report of an independent
consulting firm regarding its compensation arrangements and those of its peer
group companies and met with representatives of that firm in the absence of
management. The Committee also considered recommendations made by the President
and Chief Executive Officer and compared those recommendations with the
compensation arrangements of its peer group companies. Based on that review and
reflecting the resumption of mining operations in April 2002, the Committee
approved modest increases in cash compensation for the President and Chief
Executive officer and other senior executives. Compensation of executive
officers was maintained in the third quartile of the peer group levels. Given
the continuing low gold prices, no annual incentive awards were given in 2002.

As part of the above review, the Committee also considered and recommended
that the Board of Directors grant additional stock options to senior employees
and to the directors of the Corporation. Based on the Committees
recommendation, options to acquire an aggregate of 510,000 options at $0.67 per
share exercisable for five years were granted under the Employee Incentive Plan
and each director was granted options to acquire 20,000 Common Shares at $0.67
per share, under the Directors Stock Option Plan also for five years.

| |  |                                            
| |  | -------------------------------------------
| |  | COMPENSATION COMMITTEE                     
| |  |                                            
| |  | James C. McCartney, Q.C.
G.E. Kurt Pralle

56



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Shareholder Return Performance Graph

The chart below compares the yearly percentage change in the cumulative
total shareholder return on the Common Shares against the cumulative total
shareholder return of The TSX 300 Stock Index and the TSX Gold and Precious
Metals Index for the five fiscal year periods commencing December 31, 1997 and
ending December 31, 2002.

*$100 INVESTED ON 12/31/97 IN STOCK OR INDEX  INCLUDING REINVESTMENT OF DIVIDENDS

(COMPARISON OF FIVE YEAR RETURN)

Corporate Governance

The following sets forth the Corporate Governance Policy of the
Corporation. In developing the foregoing policy, the Board of Directors has
taken into account its statutory duty under the Canada Business Corporations
Act(the Act), being the duty to supervise the management of the business and
affairs of the Corporation and in discharging such duties, to act honestly and
in good faith with a view to the best interests of the Corporation and to
exercise the care, diligence and skill that a reasonably prudent person would
exercise in comparable circumstances. A formal Corporate Governance Policy (the
Governance Policy) was prepared by the Committee and tabled and approved by
the full Board on November 6, 2002.

The Board of Directors have also taken into account the Amendments to the
TSX Corporate Governance Guidelines (Sec 472 of the TSX Company Manual)
released on April 29, 2002 following the issuance in November, 2001 of the
Final Report of the Joint Committee on Corporate Governance (the TSE Report),
mandated by The Toronto Stock Exchange (TSX) and the Canadian Institute of
Chartered Accountants.

57



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The following sets forth the Corporations approach to Corporate
Governance in accordance with the requirement that corporations listed on the
TSX disclose their corporate governance practices and provide an explanation
where those practices differ from the guidelines.

Report on Executive Compensation

|                      |                                                                                                                                                         |             |     |                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                              
|--------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------- | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                      |                                                                                                                                                         | Does the    |     |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|TSX Corporate         |                                                                                                                                                         | Corporation |     | Corporation                                                                                                                                                                                                                                                                                                                                                                                                                         
|Governance Guidelines |                                                                                                                                                         | Comply?     |     | Practice                                                                                                                                                                                                                                                                                                                                                                                                                            
|                      |                                                                                                                                                         |             |     |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|1.                    | Board should explicitly
assume responsibility for
stewardship of the Corporation,
and specifically for:
(a)   Adoption of a strategic
planning process; |             | Yes |                                                                                                                                                                                                                                                                                                                                                                                                                                      | The Board monitors
the performance of
operations through
the holding of
quarterly meetings
and its review and
approval of an
annual financial
forecast presented
by management.
Consideration and
approval of an
acquisition of
mining properties
or other companies
is carried out by
the full Board.
Outside consultants
and professionals
are engaged and
report to the Board
as required.
|                     
|                     
|                     
|                     
|                      |                                                                                                                                                         |             |     | Management has
initiated a
strategic planning
process. Offsite
strategy sessions
were held in
September and
October of 2002
involving senior
officers and senior
operating
personnel. The
Board received a
report on these
sessions. The
development of the
strategic planning
process is the
responsibility of
senior management.
Managements
strategic plan is
reviewed annually
when the annual
financial forecast
is presented.
|                     
|                     
|                     
|                      |                                                                                                                                                        
|                      | (b)   Identification of
principal risks of the
Corporations business and
implementation of appropriate
risk-management systems;                        |             | Yes |                                                                                                                                                                                                                                                                                                                                                                                                                                      | The Board, on an
ongoing basis,
considers the
principal risks of
the Corporations
business and
receives reports of
managements
assessment and
management of those
risks.                                                                                                                                                                                                                   
|                     
|                     
|                     
|                     
|                      |                                                                                                                                                         |             |     | The duty of
monitoring the
technical affairs
of the Corporation
falls to the
President and Chief
Executive Officer
assisted by the
Executive Vice
President and Chief
Operating Officer
and the Vice
President,
Development and
Geology who both
regularly attend
and make
presentations at
Board meetings.                                                                                                                         
|                     
|                     
|                     
|                     
|                      |                                                                                                                                                         |             |     | In 1990, the Board
adopted an
Environmental
Policy, as
recommended by the
Mining Association
of Canada. In June
2001, an
Environmental
Committee comprised
of Messrs.
Archambault, Clow
and Piché was
established. The
President and Chief
Executive Officer
reports to the
Board on a
quarterly basis
which enables the
Board to monitor
the effectiveness
of compliance with
environmental
policy.                                

58



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|                      |                                                             |                     |     |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--------------------- | ----------------------------------------------------------- | ------------------- | --- | ----------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|TSX Corporate         |                                                             | Does the            |     | Corporation
|Governance Guidelines |                                                             | Corporation Comply? |     | Practice   
|                      |                                                             |                     |     |            
|                      | (c)   Succession planning and
monitoring senior management; |                     | Yes |             | It is the mandate
of the Corporate
Governance
Committee to review
organizational
design, succession
planning and senior
managements
performance and
make
recommendations to
the full Board with
respect thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                     
|                     
|                     
|                     
|                      |                                                             |                     |     |             | A number of
initiatives
regarding
succession of
management and
training were taken
in 2001 including
the hiring of
additional senior
operating
personnel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                     
|                     
|                     
|                     
|                      |                                                             |                     |     |             | The performance of
the management team
is also reviewed
annually by the
Compensation
Committee in the
context of the
Corporations
success in meeting
its objectives that
are established as
part of the review
of the annual
financial forecast.
This Committee is
comprised solely of
non-management
members being the
Chairman and two
independent
directors. The
philosophy of the
Compensation
Committee is stated
in this Proxy
Circular under
Report on
Executive
Compensation. In
addition, the
Compensation
Committee
periodically
reviews the
compensation paid
to members of the
Board and makes
recommendations to
the Board on
compensation of
directors.                                                                                                                                                                                                                                                                                   
|                     
|                     
|                     
|                     
|                      | (d)   Communications
policy; and                            |                     | Yes |             | The Board has
delegated
responsibility for
communication with
the public and the
Corporations
shareholders to its
President and Chief
Executive Officer
and its Vice
President,
Secretary and
General Counsel.
Procedures are in
place to ensure
timely
dissemination of
information about
the Corporation.
Any significant
shareholder
concerns which may
be communicated to
the above persons
are communicated to
the Board at its
regularly scheduled
quarterly meetings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                     
|                     
|                     
|                     
|                      | (e)   Integrity of internal
control and management
systems. |                     | Yes |             | The Board directly,
and through its
Audit Committee,
assesses the
integrity of, and
confirms compliance
with, the
Corporations
internal control
systems, financial
policies and
management
information
systems. The
responsibility of
monitoring the
effectiveness of
the Corporations
internal financial
information system
has been delegated
to the Executive
Vice President and
Chief
Administrative
Officer who reports
to the Board and
Audit Committee on
a quarterly basis.
The Audit Committee
meets each quarter
and reviews and
approves the
financial
statements and
Managements
Discussion and
Analysis contained
in the Quarterly
Reports to
Shareholders prior
to filing. In
addition, the Audit
Committee meets
with the auditors
of Campbell to
review the audit
plan and again to
review the year-end
financial
statements. For a
portion of those
meetings, the Audit
Committee meets
with the auditors
in the absence of
management.

59



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|                      |                                                                                                                                                                                            |                     |     |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------- | --- | ----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|TSX Corporate         |                                                                                                                                                                                            | Does the            |     | Corporation
|Governance Guidelines |                                                                                                                                                                                            | Corporation Comply? |     | Practice   
|                      |                                                                                                                                                                                            |                     |     |            
|2.                    | Majority of directors should
be unrelated.                                                                                                                                               |                     | Yes |             | The Governance
Policy states that
the Board believes
that at least
two-thirds of the
Directors should be
unrelated, that
is Directors whose
independence, in
the view of the
Corporate
Governance
Committee, is not
affected by any
business or other
relationship which
could or might be
perceived to
interfere with the
Directors ability
to act with a view
to the best
interests of the
Corporation.                                                                                                                                                
|                     
|                     
|                     
|                     
|                      |                                                                                                                                                                                            |                     |     |             | The Board of
Directors is
currently comprised
of eight persons
including seven
directors who are
not executive
officers or
employees of
Campbell and are
unrelated to
management. The
President and Chief
Executive Officer
is the remaining
member of the
Board. As
recommended by the
Report, the
positions of
Chairman of the
Board and Chief
Executive Officer
are separate.
Accordingly, a
majority of the
Board is unrelated
to management and
is in a position to
review and evaluate
managements
activities and to
act independently
of management.
|                     
|                     
|                     
|                     
|3.                    | Disclose for each director
whether he or she is related,
and how that conclusion was
reached.                                                                                              |                     | Yes |             | Mr. McCartney
serves as
non-executive
Chairman. None of
the other Directors
or their associates
is an employee or
executive officer
of the Corporation,
nor do any of them
have material
contracts with the
Corporation, or
receive
remuneration in
excess of stated
directors fees.
Fees paid to Lavery
de Billy of which
Mr. Blouin is a
partner and
McCarthy Tétrault
LLP of which Mr.
McCartney was a
partner in 2002 are
described on page
11.                                                                                                        
|                     
|                     
|                     
|                     
|4.                    | Appoint a committee composed
exclusively of non-management
directors, the majority of whom
are unrelated, with the
responsibility of proposing new
board nominees and assessing
directors. |                     | Yes |             | The Corporate
Governance
Committee has been
given the mandate
to, among other
things, recommend
candidates for the
Board and annually
review credentials
of nominees. All
the members of the
Corporate
Governance
Committee are
unrelated
directors.                                                                                                                                                                                                                                                                                                        
|                     
|                     
|                     
|                     
|5.                    | Implement a process for
assessing the effectiveness of
the board, its committees and
individual directors.                                                                                 |                     | Yes |             | The Corporate
Governance
Committee has been
given the mandate
to review annually,
the effectiveness
and relationship
between the members
of the board and
management. The
Governance Policy
provides for
specific steps to
be taken to assist
in this process.                                                                                                                                                                                                                                                                                              
|                     
|                     
|                     
|                     
|6.                    | Provide orientation and
education programs for new
directors.                                                                                                                              |                     | Yes |             | The Corporate
Governance
Committee reviews
orientation and
education as an
ongoing matter.
There are ongoing
informal
discussions between
management and
members of the
board as well as
more formal
presentations by
management
throughout the year
in addition to
regularly scheduled
site visits to the
Corporations
operations.                                                                                                                                                                                                                        

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|                      |                                                                                                                              |                     |     |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--------------------- | ---------------------------------------------------------------------------------------------------------------------------- | ------------------- | --- | ----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|TSX Corporate         |                                                                                                                              | Does the            |     | Corporation
|Governance Guidelines |                                                                                                                              | Corporation Comply? |     | Practice   
|                      |                                                                                                                              |                     |     |            
|7.                    | Examine the size of the Board
with a view to effectiveness and
to consider reducing the size of
the Board.                   |                     | Yes |             | The Corporation is
in a growth stage
and accordingly, a
variety of
technical, legal
and financial
experience at the
Board level is
important. The
Corporate
Governance
Committee considers
the size of the
board given the
business of the
Corporation, with a
view to the impact
of size upon the
Boards
effectiveness. In
October 2002, the
Corporate
Governance
Committee
determined that the
size the Board is
appropriate and the
required expertise
was present. The
Governance Policy
provides that the
Board, led by the
Corporate
Governance
Committee, reviews
the composition of
the Board annually.
If it is determined
that additional
expertise is
required on the
Board, a number of
candidates are
considered and the
Board meets with a
proposed nominee.
The decision to
nominate or appoint
an additional
director is taken
by the Board as a
whole.
|                     
|                     
|                     
|                     
|                     
|8.                    | Review compensation of
directors in light of risks and
responsibilities.                                                     |                     | Yes |             | The Compensation
Committee
periodically
reviews the
adequacy and form
of compensation of
directors and makes
recommendations to
the full Board in
respect thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                     
|                     
|                     
|                     
|9                     | Committees should generally
be composed of non-management
directors and a majority of
committee members should be
unrelated. |                     | Yes |             | Each of the
Corporations
Audit,
Compensation,
Corporate
Governance and
Environment
Committees is
comprised of
non-management
directors. The
Board has
determined that due
to the technical
nature of the
Corporations
business, its
Executive Committee
would be more
effective by having
the President and
Chief Executive
Officer on that
Committee. Unless
specifically
directed by the
Board, the
Executive Committee
may not approve
capital
expenditures or
dispositions or
borrowing other
than in the
ordinary course of
carrying out the
Corporations
business, in excess
of $1,000,000. In
practice, the
Executive Committee
does not give final
approval to
transactions but
rather makes its
recommendations to
the full Board.                                                                                                                          
|                     
|                     
|                     
|                     
|10.                   | Assume responsibility or
appoint a separate committee
responsible for the approach to
corporate governance issues.           |                     | Yes |             | A Corporate
Governance
Committee was
formed in May 2002.
The Corporate
Governance
Committee has been
delegated this
responsibility by
the Board of
Directors. The
Corporate
Governance
Committee considers
matters and then
reports and makes
recommendations to
the full Board of
Directors. The
Governance Policy
was prepared by the
Committee and
tabled and approved
by the full Board
on November 6,
2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                     
|                     
|                     
|                     
|11.                   | Define limits to
managements responsibilities by
developing mandates for:                                                   |                     |     |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

61



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##### 



|                      |                                                                                   |                     |     |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--------------------- | --------------------------------------------------------------------------------- | ------------------- | --- | ----------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|TSX Corporate         |                                                                                   | Does the            |     | Corporation
|Governance Guidelines |                                                                                   | Corporation Comply? |     | Practice   
|                      |                                                                                   |                     |     |            
|                      | (a)   The Board                                                                   |                     | Yes |             | The Board is
empowered by the
Corporations
incorporating
documents and
by-laws to
supervise the
management of the
affairs and
business of the
Corporation. The
Board is not
involved in the
day-to-day
activities of the
Corporation. The
Board performs its
functions through
quarterly and
special meetings
and has delegated
certain of its
responsibilities to
those committees
described in this
Proxy Circular
under Committees
of the Board of
Directors.
|                     
|                     
|                     
|                     
|                      | (b)   The Chief Executive
Officer                                                 |                     | Yes |             | The Board has
authorized the
Chief Executive
Officer to
supervise the
business and
affairs of the
Corporation and to
develop a strategic
plan for the
approval by the
Board of Directors.                                                                                                                                                                                                                                                                          
|                     
|                     
|                     
|                     
|12.                   | Establish procedures to
enable the Board to function
independently of management. |                     | Yes |             | The Board is of the
view that it can
function,
independently of
management, as
required. The Board
meets independently
when required. Time
is reserved during
each scheduled
Board meeting for a
private discussion
without management.                                                                                                                                                                                                                            

62



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##### 



|                      |                                                                                                             |                     |     |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--------------------- | ----------------------------------------------------------------------------------------------------------- | ------------------- | --- | ----------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|TSX Corporate         |                                                                                                             | Does the            |     | Corporation
|Governance Guidelines |                                                                                                             | Corporation Comply? |     | Practice   
|                      |                                                                                                             |                     |     |            
|13.                   | (a)   Establish an Audit
Committee with a specifically
defined mandate.                                     |                     | Yes |             | The mandate of the
Audit Committee is
as described above
and as set out in
the Audit Committee
Charter.                                                                                                                                                                                                                                                                                                                                                                            
|                     
|                     
|                     
|                     
|                      | (b)   All members of the
Audit Committee should be
non-management directors.                                |                     | Yes |             | The Audit Committee
is comprised
exclusively of
non-management
directors.                                                                                                                                                                                                                                                                                                                                                                                                          
|                     
|                     
|                     
|                     
|14.                   | Implement a system to enable
individual directors to engage
outside advisors, at the
Corporations expense. |                     | Yes |             | Individual
directors, with the
knowledge of the
Chairman, can
engage outside
advisors. Pursuant
to its charter, the
Audit Committee
may, with the prior
approval of the
Board, investigate
any matter or
activity involving
financial
accounting and
financial
reporting, as well
as internal
controls of the
Corporation and in
that regard the
Audit Committee has
the authority to
approve the
retention of
external
professionals to
render advice and
counsel in such
matters.

Employees

At
December 31, 2002, the Corporation had 273 employees compared to 170
at December 31, 2001, all of whom were in Canada. At the Joe
Mann Mine, approximately 182 employees were
employed as of December 31, 2002, compared to 127 persons as of
December 31, 2001. Of the 182 employees,
129 mine workers were covered by a collective bargaining agreement with Le
Syndicat des Travailleurs-euses de la Mine Meston (CSN), 17 mill workers were
covered by a collective bargaining agreement with Les Métallurgistes Unis
dAmérique (the United Steelworkers of America) and one nurse was covered by a
collective bargaining agreement with La Fédération des Infirmiers et
Infirmieres du Québec (FIIQ). As at December 31, 2002, MSV
had approximately 85
full time employees at the Copper Rand Mine compared to 10 at
December 31, 2001, and 332 at the end of 1996
prior to the suspension of operations, as previously described. The
collective agreement has been renewed for three years.

Item 7. Major Shareholders and Related Party Transactions

As of May 14, 2003, the Corporation had 44,485,940 Common
Shares outstanding. Each Common Share is entitled to
one vote.

To the knowledge of the Corporation, as of May 14, 2003, no person
beneficially owned or exercised control or direction over more than 10% of the
Common Shares of the Corporation except as described below. A Schedule 13G was
filed with the Securities and Exchange Commission indicating that Dundee
Precious Metals Inc. could be deemed to be a beneficial owner of 2,400,000
Common Shares (5.42%), as of May 15, 2002, including warrants to purchase
800,000 Common Shares at $0.80 per Common Share until May 15, 2003. A Schedule
13G was also filed with the Securities and Exchange Commission indicating that
Sprott Asset Management Inc. could be deemed to be a beneficial owner of
7,227,905 Common Shares (16.2%), as of March 31, 2003.

There are no related party transactions.

63



---



##### 



Item 8. Financial Information

Financial Statements

The Corporations consolidated financial statements are set out under Item 17
starting on Page 73.

Legal Proceedings

During 1996, Campbells Mexican subsidiary, Oro de Sotula, S.A. de C.V.
(Sotula) received import duty assessments claiming Sotulas interest in
certain pieces of machinery and equipment with an approximate value of
US$2,200,000 and levying taxes, penalties, interest and inflationary
adjustments for a further Mexican pesos 9,200,000. The claim against the
subsidiarys assets and the additional amount payable arose as a result of the
subsidiary not presenting certain import documentation to tax authorities by a
prescribed date in connection with their audit of imports of the claimed
machinery and equipment during 1990 and 1991. The charge against certain pieces of machinery and equipment will be
released when the final tax assessment is issued.

Professional advice received indicating the basis for these assessments to
be weak and accordingly appealed the assessments on March 5, 1997 before the
Local Tax Legal Administration for Revenues in Nogales, Sonora. On May 26th,
1997, Sotula was advised that it was successful in its appeal and that Mexican
pesos 9,200,000 was not payable. While the local tax authority was requested by
the federal tax authorities to issue a re-assessment which must take into
account the basis of the appeal, on May 6, 1998, the tax authorities issued a
tax assessment identical to that issued in 1996 except that the amounts claimed
have increased to Mexican pesos 18,000,000 as a result of inflation and
additional interest. Sotula was advised by its Mexican counsel that this
assessment is improper as it completely ignores the earlier ruling.
Accordingly, Sotula filed a new appeal before the federal Tax court to nullify
the assessment. On October 11, 2001, Sotula received notice that it was
successful in its appeal against the assessments; however, this decision was
appealed once more by the Mexican Tax authorities.

On January 31, 2002, Queenstake Resources Ltd. (Queenstake) purchased
all of the shares of Sotula. Pursuant to the purchase and sale agreement,
Campbell received a US $1 million promissory note from Queenstake. This
promissory note maturing on the third anniversary of the date of issuance. Such
note is subject to adjustment as follows: To the extent that the actual liability, incurred by Queenstake with
respect to outstanding litigation commenced in 1996, between Sotula and the
Mexican tax authorities (The tax case) and reclamation costs of properties
owned by Sotula (the reclamation), does not exceed US$2,000,000, there shall
be no reduction. To the extent that the actual combined liability incurred by Queenstake
with respect to the tax case and the reclamation exceeds US$2,000,000 but does
not exceed US$2,400,000, the amount of the promissory note issued shall be
reduced by 100% of the amount of the liability in excess of US$2,000,000. To
the extent that the actual combined liability incurred by Queenstake with
respect to the tax case and the reclamation exceeds US$2,400,000 but does not
exceed US$2,750,000, the amount of the promissory note issued shall be reduced
by 100% of the first US$400,000 in excess of US$2,000,000 and 80% of any excess
over US$2,400,000. To the extent that the actual combined liability incurred
by Queenstake with respect to the tax case and the reclamation exceeds
US$2,750,000, the amount of the promissory note issued shall be reduced by 100%
of the first US$400,000 in excess of US$2,000,000 and 80% of the excess over
US$2,400,000 up to US$2,750,000 and by 70% of the excess of US$2,750,000 up to
a maximum of US$3,207,000.

Dividend Record and Policy

The Corporation has not paid a dividend on its common shares since 1984.
The Corporations present policy is to retain any earnings to finance future
growth. Dividends on the common shares paid to non-residents of Canada will
generally be subject to withholding tax under the Income Tax Act (Canada) at
the rate of 25%. Such rate may be subject to reduction under the provisions of
a tax treaty between Canada and the country in which the recipient is resident.
The Canada-U.S. Income Tax Convention (1980) provides for a general reduction
in the rate of withholding tax to 15% on dividends paid on shares of a
corporation resident in Canada (such as the Corporation) to a resident of the
United States, and also provides for a further reduction to 5% where the
beneficial owner of the dividend is a corporation, resident in the United
States, which owns at least 10% of the voting shares of the corporation paying
the dividend.

64



---



##### 



Significant Changes

There have been no significant changes since the date of the annual financial
statements included in this Report.

Item 9. The Offer and Listing

The Corporations Common Shares are listed and traded in Canada on the
Toronto Stock Exchange under the symbol CCH. In addition, the Common Shares
are traded in the United States on the OTC-BB under the symbol CBLRF. Until
November 23, 2001, the Common shares were listed and traded in the United
States on the New York Stock Exchange. The following table sets forth the
price ranges and volume of Common Shares during the periods indicated on the
Toronto Stock Exchange and on the OTC-BB/New York Stock Exchange.

|                    |  |                        |      |            |  |        |      |      |  |     |           |        |  |  |      |  |  |  |      |  |  |  |           | 
|------------------- |  | ---------------------- | ---- | ---------- |  | ------ | ---- | ---- |  | --- | --------- | ------ |  |  | ---- |  |  |  | ---- |  |  |  | --------- | 
|                    |  | Toronto Stock Exchange |      | OTCBB/NYSE
|                    |  | (CAN$)                 |      | (US$)     
|                    |  |                        |      |           
|Common Share Prices |  | High                   |      | Low        |  | Volume |      | High |  | Low |           | Volume
|                    |  |                        |      |            |  |        |      |      |  |     |           |       
|2002                |  |                        |      |            |  |        |      |      |  |     |           |        |  |  |      |  |  |  |      |  |  |  |           | 
|4TH QUARTER         |  |                        | 0.55 |            |  |        | 0.29 |      |  |     | 3,343,167 |        |  |  | 0.38 |  |  |  | 0.18 |  |  |  | 1,992,283 | 
|3RD QUARTER         |  |                        | 0.79 |            |  |        | 0.50 |      |  |     | 1,160,784 |        |  |  | 0.51 |  |  |  | 0.30 |  |  |  | 1,223,664 | 
|2ND QUARTER         |  |                        | 0.91 |            |  |        | 0.55 |      |  |     | 6,204,246 |        |  |  | 0.64 |  |  |  | 0.36 |  |  |  | 5,008,023 | 
|1ST QUARTER         |  |                        | 0.75 |            |  |        | 0.32 |      |  |     | 1,642,843 |        |  |  | 0.47 |  |  |  | 0.18 |  |  |  | 1,115,033 | 
|2001                |  |                        |      |            |  |        |      |      |  |     |           |        |  |  |      |  |  |  |      |  |  |  |           | 
|4th Quarter         |  |                        | 0.55 |            |  |        | 0.26 |      |  |     | 2,236,190 |        |  |  | 0.33 |  |  |  | 0.13 |  |  |  | 3,513,400 | 
|3rd Quarter         |  |                        | 0.85 |            |  |        | 0.43 |      |  |     | 959,461   |        |  |  | 0.55 |  |  |  | 0.27 |  |  |  | 439,600   | 
|2nd Quarter         |  |                        | 1.00 |            |  |        | 0.65 |      |  |     | 216,823   |        |  |  | 0.69 |  |  |  | 0.38 |  |  |  | 980,900   | 
|1st Quarter         |  |                        | 1.05 |            |  |        | 0.37 |      |  |     | 260,316   |        |  |  | 0.68 |  |  |  | 0.25 |  |  |  | 1,388,100 | 

Toronto Stock Exchange

|              |  |      |      |     |  |        |      |  |  |  |           | 
|------------- |  | ---- | ---- | --- |  | ------ | ---- |  |  |  | --------- | 
|Period        |  | High |      | Low |  | Volume
|              |  |      |      |     |  |       
|April 2003    |  |      | 0.43 |     |  |        | 0.33 |  |  |  | 472,679   | 
|March 2003    |  |      | 0.49 |     |  |        | 0.41 |  |  |  | 341,358   | 
|February 2003 |  |      | 0.64 |     |  |        | 0.47 |  |  |  | 1,292,892 | 
|January 2003  |  |      | 0.66 |     |  |        | 0.45 |  |  |  | 717,532   | 
|December 2002 |  |      | 0.55 |     |  |        | 0.29 |  |  |  | 2,429,680 | 
|November 2002 |  |      | 0.43 |     |  |        | 0.33 |  |  |  | 502,847   | 

|               |  |      |      |     |  |        |      |  |  |  |            | 
|-------------- |  | ---- | ---- | --- |  | ------ | ---- |  |  |  | ---------- | 
|Period         |  | High |      | Low |  | Volume
|               |  |      |      |     |  |       
|2002 Full Year |  |      | 0.91 |     |  |        | 0.29 |  |  |  | 12,351,040 | 
|2001 Full Year |  |      | 1.05 |     |  |        | 0.26 |  |  |  | 3,672,790  | 
|2000 Full Year |  |      | 4.50 |     |  |        | 0.35 |  |  |  | 1,121,093  | 
|1999 Full Year |  |      | 5.30 |     |  |        | 2.20 |  |  |  | 1,071,460  | 
|1998 Full Year |  |      | 8.00 |     |  |        | 3.40 |  |  |  | 7,768,311  | 



|(1) |  | All prices and volumes have been adjusted to reflect the one for ten
consolidation in May 2000. Prices are in Canadian dollars.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------

OTC-BB

|               |  |      |      |     |  |        |      |  |  |           |           | 
|-------------- |  | ---- | ---- | --- |  | ------ | ---- |  |  | --------- | --------- | 
|Period         |  | High |      | Low |  | Volume
|               |  |      |      |     |  |       
|April 2003     |  |      | 0.28 |     |  |        | 0.24 |  |  |           | 546,900   | 
|March 2003     |  |      | 0.30 |     |  |        | 0.29 |  |  |           | 340,600   | 
|February 2003  |  |      | 0.36 |     |  |        | 0.33 |  |  |           | 522,100   | 
|January 2003   |  |      | 0.39 |     |  |        | 0.34 |  |  |           | 697,200   | 
|December 2002  |  |      | 0.36 |     |  |        | 0.18 |  |  |           | 1,417,660 | 
|November 2002  |  |      | 0.28 |     |  |        | 0.20 |  |  |           | 273,656   | 
|2002 Full Year |  | 0.45 |      |     |  | 0.29   |      |  |  | 9,339,003 |          
|2001 Full Year |  | 0.69 |      |     |  | 0.13   |      |  |  | 6,322,000 |          
|2000 Full Year |  | 3.13 |      |     |  | 0.19   |      |  |  | 7,779,420 |          
|1999 Full Year |  | 3.80 |      |     |  | 1.60   |      |  |  | 1,627,616 |          
|1998 Full Year |  | 6.30 |      |     |  | 2.20   |      |  |  | 8,075,771 |          



|(1) |  | Traded on the New York Stock Exchange until November 23, 2001 and commenced
trading on the OTC-BB on November 29, 2001.    
|--- |  | ---------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | All prices and volumes have been adjusted to reflect the one for ten
consolidation in May 2000. Prices are in U.S. dollars.

65



---



##### 



Item 10. Additional Information

Memorandum and Articles of Incorporation

Campbell was incorporated in June 1950 under the laws of British Columbia.
On September 8, 1982, Campbell was continued under the Canada Business
Corporations Act (the CBCA)and on June 8, 1983, in connection with an
amalgamation of three other companies, the name of Campbell was changed from GM
Resources Limited to Campbell Resources Inc. On August 9, 1999, Campbell filed
Restated Articles of Incorporation. These restated Articles were filed as
Exhibit 4(a) to the Corporations Registration Statement on
Form S-8 (Registration No. 333-93063), which is hereby incorporated by reference.

Pursuant to the CBCA, the Corporations Articles as amended include its
corporate name, the place in Canada where its registered office is located, its
minimum and maximum number of directors and the authorized share capital of the
Corporation consisting of an unlimited number of Common Shares and an unlimited
number of preference shares. There are only Common Shares outstanding. There
are no restrictions on the business that the Corporation may carry on. The
Corporations general by law, By-Law No. 1, as amended and as in effect on the
date hereof, was filed as Exhibit 3.12 to the Corporations
Annual Report on Form 10-K for the year ended December 31,
1987, which is hereby incorporated by reference.

By Articles of Amendment dated May 19, 2000 and filed as Exhibit 3.1 to
the Corporations Current Report on Form 8-K dated
May 19, 2000 which is hereby incorporated by reference, which is hereby incorporated by reference, the Common Shares of the Corporation were consolidated (reverse
split) on the basis of one post consolidation Common Share for every ten
pre-consolidation Common Shares. By Articles of Arrangement effective June 30,
2001, the Corporation completed its merger with GeoNova. These
Articles of Arrangement were filed as Exhibit 3.3 to the
Corporations Annual Report on Form 20-F for the year ended
December 31, 2001, which is hereby incorporated by reference.

Material Contracts

Royalty Agreement between Meston Resources and Repadre Capital Corporation
dated April 23, 1993 as amended June 30, 2001 as described
on page 19.

Merger Agreement dated May 7,
2001 between Campbell, MSV Resources and GeoNova Explorations
pursuant to which MSV and GeoNova became wholly-owned subsidiaries of
the Corporation as described on page 6.

Exchange Controls

Other than as provided in the Investment Canada Act (Canada) (the
Investment Act), there are currently no limitations imposed by Canadian laws,
decrees or regulations that restrict the import or export of capital, including
foreign exchange controls, or that affect the remittance of dividends to
non-resident holders of the Companys securities. However, any such remittances
of dividends paid to United States residents are subject to withholding tax at
a rate equal to a maximum of 15% of the amount paid (see Item 10  Taxation
on page 67).

The following discussion summarises the material features of the
Investment Act, in its present form, for a non-resident of Canada who proposes
to acquire Common Shares of the Company. The Investment Act regulates the
acquisition of control of a Canadian business by a non-Canadian as defined
under the Investment Act. With respect to the Company, an acquisition of
control is considered to be the acquisition of the majority of its Common
Shares. However, if a non-Canadian acquires more than one-third of the voting
shares of the Company, but less than a majority, there is a presumed
acquisition of control unless it can be established that the Company is not
controlled in fact by the acquirer. All acquisitions of control of a Canadian
business are notifiable (which requires that a notification

66



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##### 



form be submitted
to Investment Canada within thirty days after the implementation of the
investment) unless the investment is reviewable. If the investment is
reviewable, the investment may not be implemented until the Minister
responsible for the Investment Act is, or has been deemed to be, satisfied that
the investment is likely to be of net benefit to Canada.

Where either the acquirer is, or the Company is presently controlled by, a
WTO investor (as that term is defined in the Investment Act), a direct
acquisition of control of the Company will only be reviewable if the value of
the Companys assets, as shown on its audited financial statements for the most
recently completed fiscal year, is equal to or greater than $223 million.
This amount varies each year based on the rate of growth in Canadian gross
domestic product. Other direct acquisitions of control are reviewable if the
value of the assets of the Company, as calculated above, is equal to or greater
than $5 million. The $5 million threshold for review also applies
with respect to the acquisition of control of any Canadian business that
provides any financial services or transportation services, is a cultural
business, or is engaged in the production of uranium and owns an interest in or
producing uranium property in Canada.

Indirect acquisitions of control (acquisitions of control of an entity
which in turn controls the Company) are not reviewable under the Investment Act
if the acquirer is a WTO investor or if the Company is controlled by a WTO
investor. Otherwise, an indirect acquisition will be reviewable if the value of
the Companys assets is $50 million or more, or if the value of the Companys
assets acquired in the total transaction are in Canada or the acquisition is
not effected through the acquisition of control of a foreign corporation.

Certain types of transactions are exempt from application of the
Investment Act including acquisitions of control of the Company:



| |                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) by the acquisition of voting shares or the voting interests by any
person in the ordinary course of that persons business as a trader or
dealer in securities;                                                     
|
| | (b) in connection with the realization of security granted for a loan or
other financial assistance and not for any purpose related to the
Investment Act;                                                              
|
| | (c) for facilitating its financing and not for any purpose related to the
Investment Act on the condition that the acquirer divest control within
two years after control was acquired; and                             
|
| | (d) by reason of an amalgamation, merger, consolidation or corporate
reorganization following which the ultimate or indirect control in fact of
the Company through the ownership of voting interests remains unchanged.

There are currently no limitations on the right of foreign or non-resident
owners of Common Shares to hold or vote such securities imposed by Canadian law
or the Companys charter or other constituent documents.

There are no family relationships between any of the directors and
executive officers of the Company.

Taxation

Certain Canadian Federal Income Tax Consequences

The discussion under this heading summarises the material Canadian federal
income tax consequences of acquiring, holding and disposing of Common Shares of
the Company for a shareholder of the Company who is not resident in Canada but
is resident in the United States and who will acquire and hold Common Shares of
the Company as capital property for the purpose of the Income Tax Act (Canada)
(the Tax Act). This summary does not apply to a shareholder who carries on
business in Canada through a permanent establishment situated in Canada has a
fixed tax base regularly available to him through which he or she performs
independent personal services in Canada if the shareholders holding in the
Company is effectively connected with such permanent establishment or fixed
base. This summary is based on the provisions of the Tax Act and the
regulations thereunder and on the Companys understanding of the administrative
practices of Canada Customs and Revenue Agency and takes into account all
specific proposals to amend the Tax Act or regulations made by the Minister of
Finance of Canada to December 31,

67



---



##### 



2001. It has been assumed that there will be no other relevant amendment of any governing law although no assurance can be
given in this respect. This discussion is general only and is not a substitute
for independent advice from a shareholders own Canadian and U.S. tax advisors.

The provisions of the Tax Act are subject to income tax treaties to which
Canada is a party, including the Canada-United States Income Tax Convention
(1980) (the Convention) and the Protocols to the Convention.

Dividends on Common Shares

Under the Tax Act, a non-resident of Canada is generally subject to
Canadian withholding tax at the rate of 25% on dividends paid or deemed to have
been paid to him by a corporation resident in Canada. The Convention limits the
rate to 15% if the shareholder is resident in the United and the dividends are
beneficially owned by and paid to him, and to 5% if the shareholder is a
corporation that beneficially owns at least 10% of the voting shares of the
payer corporation. The Convention generally exempts from Canadian income tax
dividends paid to a religious, scientific, literary, educational or charitable
organisation or to an organisation constituted and operated exclusively to
administer a pension, retirement or employee benefit fund or plan, if the
organisation is resident in the United States and is exempt from income tax
under the laws of the United States.

Disposition of Common Shares

Under the Tax Act, a taxpayers capital gain or capital loss from a
disposition of Common Shares of the Company is the amount, if any, by which his
proceeds of disposition exceed (or are exceeded by, respectively) the aggregate
of his adjusted cost base of the share and reasonable expenses of disposition.
One-half of a capital gain (the taxable capital gain) is included in income,
and one-half of a capital loss in a year (the allowable capital loss) is
deductible from taxable capital gains realized in the same year. The amount by
which a shareholders allowable capital loss exceeds the taxable capital gain
in a year may be deducted from a taxable capital gain realized by the
shareholder in the year or in the three previous or any subsequent year,
subject to certain restrictions in the case of a corporate shareholder.

In the case of a shareholder that is a corporation, the amount of any
capital loss otherwise determined may be reduced, in certain circumstances, by
the amount of dividends previously received in respect of the shares disposed
of, unless the corporation owned the shares for at least 365 days prior to
sustaining the loss and (together with corporations, persons and other entities
with whom the corporation was not dealing at arms length) did not, at the time
the dividends were received, own more than 5% of the shares of any class of the
capital stock of the corporation from which the dividend was received. These
loss limitation rules may also apply where a corporation is a member of a
partnership or a beneficiary of a trust that owned the shares disposed of.

A non-resident of Canada is not subject to tax under the Tax Act in
respect of a capital gain realized upon the disposition of shares unless the
shares represent taxable Canadian property. Common Shares of the Company will
not generally constitute taxable Canadian property. Common Shares of the
Company will constitute taxable Canadian property of a shareholder at a
particular time if the shareholder holds the shares as capital property and
used the shares in carrying on a business in Canada, or if at any time in the five
years immediately preceding the disposition the shareholder owned, either alone
or with persons with whom the shareholder did not deal at arms length, 25% or
more of the issued shares of any class of the capital stock of the Company.

Where a United States resident realises a capital gain on a disposition of
shares that constitute taxable Canadian property, the Convention relieves the
United States resident from liability for Canadian tax on such capital gains
unless:



|(a) |  | the value of the shares is derived principally from real property in
Canada, including the right to explore for or exploit natural resources
and rights to amounts computed by reference to production,              
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) |  | the shareholder was resident in Canada for 120 months during any period
of 20 consecutive years preceding the disposition, was resident in Canada
at any time during the 10 years immediately preceding the disposition

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|    |  | and the shares were owned by him when he ceased to be resident in Canada, or                                                                                                                                                                                          
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(c) |  | the shares formed part of the business property of a permanent
establishment or pertained to a fixed base used for the purpose of
performing independent personal services that the shareholder has or had
in Canada within the 12 months preceding the disposition.

At the present time the value of the Common Shares of the Company is not
derived principally from real property in Canada.

Notwithstanding the potential exemption from Canadian tax provided under
the Convention, where a non-resident of Canada disposes of shares of Common
Shares of the Company that are taxable Canadian property, the non-resident is
required to file a Canadian income tax return in respect of any such
dispositions.

Certain United States Federal Income Tax Considerations

The following discussion summarises the material United States federal
income tax consequences to certain U.S. Holders (as defined below) of the
acquisition, ownership and disposition of the Companys Common Shares. This
discussion assumes such holders hold the Common Shares as capital assets for
United States Federal income tax purposes. This discussion does not address
consequences peculiar to persons subject to special provisions of federal
income tax law, such as tax-exempt organisations, qualified retirement plans,
financial institutions, insurance companies, real estate investment trusts,
regulated investment companies, broker-dealers, non-resident alien individuals
or foreign corporations, shareholders owning Common Shares representing 10% of
the vote and value of the Company. In addition, this discussion does not
address any state, local or foreign tax consequences.

The following discussion is based upon the Internal Revenue Code of 1986,
as amended (the Code), final, temporary and proposed Treasury Regulations
promulgated thereunder, published Internal Revenue Service (IRS) rulings,
published administrative positions of the IRS and court decisions that are
currently applicable, any or all of which could be materially and adversely
changed, possibly on a retroactive basis. In addition, this 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 the Companys Common
Shares and no opinion or representation with respect to the United States
federal income tax consequences, to any such holder or prospective holders is
made. Accordingly, holders and prospective holders of the Companys Common
Shares should consult their own tax advisors about the federal, state, local
foreign tax consequences of purchasing, owning and disposing of shares of
Common Shares of the Company.

U.S. Holders

As used herein, the term U.S. Holder means a beneficial owner of Common
Shares that is (i) a citizen or resident of the United States, (ii) a
corporation, partnership or other entity created or organised under the laws of
the United States, or any political subdivision thereof, (iii) an estate the
income of which is subject to United States federal income tax regardless of
source, or (iv) a trust subject to the primary supervision of a United States
court and which has one or more United States persons who have the authority to
control all substantial decisions of the trust.

Distributions of Common Shares

For United States Federal income tax purposes, the gross amount of all
distributions paid (without reduction for Canadian income tax withheld) with
respect to Common Shares out of current or accumulated earnings and profits as
determined under United States Federal income tax principles to a U.S. Holder
will be treated as foreign source ordinary income to such holder. 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 itemise deductions. (See more detailed discussion at 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

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Shares and thereafter as gain from the sale or exchange of such shares. Preferential tax
rates for long-term capital gains may be available to non-corporate U.S.
Holders. Dividends paid on the Companys Common Shares will not generally be
eligible for the dividends received deduction provided to corporations
receiving dividends from certain United States corporations.

If a dividend is paid in Canadian dollars, the amount includible in income
will be the U.S. dollar value of the Canadian dollars at the exchange rate in
effect on the date of receipt of the distribution by the U.S. Holder. A U.S.
Holder will have a tax basis in such Canadian dollars for United States federal
income tax purposes equal to the United States dollar value on the date of
receipt. Gain or loss, if any, realized on the disposition of the Canadian
dollars generally will be United States source ordinary income or loss.

Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions) Canadian
income tax with respect to the ownership of the Companys Common Shares may be
entitled, at the option of the U.S. Holder, but subject to the limitations
discussed below, to either a deduction or a tax credit for such foreign tax
paid or withheld. Subject to certain limitations, Canadian taxes withheld will
be eligible for credit against the U.S. Holders United States federal income
taxes. Under the Code, the limitation on foreign taxes eligible for credit is
calculated separately with respect to specific classes of income. Dividends
paid by the Company generally will be either passive income or financial
services income, depending on the particular U.S. Holders circumstances.
Foreign tax credits allowable with respect to each class of income cannot
exceed the U.S. federal income tax otherwise payable with respect to such class
of income. The consequences of the separate limitations will depend on the
nature and sources of each U.S. Holders income and the deductions
appropriately allocated or apportioned thereto. 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 should consult
their own tax advisors regarding their individual circumstances.

Disposition of Common Shares

A U.S. Holder will recognize United States source gain or loss upon the
sale of Common Shares 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. This gain or loss will be capital
gain or loss if the shares are a capital asset in the hands of the U.S. Holder,
and such gain or loss will be long-term capital gain or loss if the U.S. Holder
has held the Common Shares for more than one year. 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. The net long-term capital gain of
non-corporate U.S. Holders generally will be subject to tax at a maximum rate
of 20 percent. Deductions for net capital losses are subject to significant
limitations.

Other Considerations

In the following circumstance, the above discussion may not describe the
United States federal income tax consequences resulting from the holding and
disposition of the Companys Common Shares:

Passive Foreign Investment Company

Special rules are applicable to U.S. Holders owning shares in a passive
foreign investment company (a PFIC). A foreign corporation will be
classified as a PFIC if at least 75% of its gross income for the taxable year
is passive income or if the value of assets held by it during the taxable year
which produce passive income represents at least 50% of the value of its
assets. In determining whether a foreign corporation is a PFIC, if the foreign
corporation owns 25% or more (by value) of the stock of another corporation,
the foreign corporation is treated as if it (i) held its proportionate share of
the assets of such other corporation, and (ii) received directly its
proportionate share of the income of such other corporation. In general,
passive income includes the excess of gains over losses from certain
commodities transactions, including transactions involving gold and other
precious metals. However, gains from commodities transactions generally are
excluded from the definition of passive income if (i) such gains are derived by

70



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a foreign corporation in the active conduct of a commodity business by an
active producer, merchant or handler of commodities, and (ii) substantially
all of such corporations business is as an active producer or processor of
commodities (the active commodities business exclusion).

Based on the nature of the income, assets and activities of the Company,
it is not certain whether the Company could be classified as a PFIC for any
taxable year. While the Company believes that it presently qualifies for the
active commodities exclusion, the application of the relevant provisions of the
Code and accompanying prior and current regulations to the Company is not.
Further, the operations and business plans of the Company may change in
subsequent taxable years. Therefore, no assurances can be made regarding the
present of future status of the Company.

If the Company were treated as a PFIC at any time during a U.S. Holders
holding period for the Common Shares, such U.S. Holder might be subject to
additional tax as well as certain interest charges in respect of the deferral
of tax for the period during which such Common Shares were held. Any such
additional tax and interest charges would apply to the disposition of the
Common Shares or the receipt of certain dividends that are considered excess
distributions under the Code. Additionally, any gain realized on the
disposition of such Common Shares would be treated as ordinary income rather
than as capital gain and the tax basis of the Common Shares held by a U.S.
Holder generally would not be stepped up to fair market value at death. U.S.
Holders and prospective holders of Common Shares should consult their own tax
advisors regarding the possible application of the PFIC rules to the Company.

Backup Withholding

Certain non-corporate U.S. Holders may be subject to backup withholding at a
rate of 31% on taxable distributions with respect to the Common Shares and the
proceeds of a disposition of the Common Shares. Backup withholding will apply
only if the U.S. Holder (i) fails to furnish its Taxpayer Identification Number
(TIN) which, in the case of an individual, would be his or her social
security number, (ii) furnishes an incorrect TIN, (iii) is notified by the
Internal Revenue Service (IRS) that it has failed to properly report payments
of interest or dividends or (iv) under certain circumstances, fails to certify,
under the penalty of perjury, that it has furnished a correct TIN and has not
been notified by the IRS that it is subject to backup withholding. Under newly
issued U.S. Treasury regulations, in the case of interest paid after December
31, 1999, a U.S. Holder generally will be subject to backup withholding at a
31% rate unless certain IRS certification procedures are complied with,
directly or through an intermediary. U.S. Holders should consult their tax
advisors regarding their qualification for exemption from backup withholding
and the procedure for obtaining such an exemption if applicable.

Documents on Display

Any shareholder may inspect any of the documents or Exhibits referred to in
this Report or any other disclosure by making a request to the Corporation in
writing.

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Subsidiary Information

Information relating to the Corporations subsidiaries is contained in Item 4
particularly under Organisational Structure on page 13 and in Exhibit 21.1.

Item 11. Quantitative and Qualitative Disclosures about Market Risk

See the notes to the consolidated financial statements in Item 17 and
Managements Discussion and Analysis in Item 5 for additional information.

Gold Risk Disclosures

The results of the Companys operations are affected significantly by the
market price of gold. See disclosure in Notes 11(c), 14(a), 17(b) and
21(d). 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 jewellery
and certain industrial products, and sales by central banks, other holders of
gold and gold producers.

To reduce the impact of negative changes in the gold price the Company may
attempt to fix the future price at which the Companys gold production is sold
through the use of fixed forward sale contracts, spot deferred gold sale
contracts or through the use of various derivative instruments such as puts and
calls. Campbells general policy is to hedge a maximum of 50% of its gold
production for up to two years, dependent on market conditions and planned
capital expenditure commitments.

The Corporations last forward gold sales contracts expired on December
31, 2001 and the $0.8 million of cash, deposited to secure potential
obligations in respect of these contracts, was released.

Foreign Currency Risk Disclosures

The Companys reporting currency is Canadian dollars. The sales price of
gold (represents approximately 95% of total metal sales) and copper (represents
approximately 5% of total metal sales) is denominated in United States dollars.
The Corporations Joe Mann Mine is in Canada and its future profitability is
impacted by fluctuations in the United States dollar relative to the Canadian
dollar. To reduce the impact of the fluctuations in the relative exchange rates
on the Corporations operations the Corporation may enter into fixed forward
contracts to sell United States dollars and buy Canadian dollars. At
December 31, 2002 the Company had no forward contracts to sell United States dollars.
(See Currency Exchange table on page 1.)

Other Financial Instrument Risk Disclosures

At
December 31, 2002, the Company had US$2,551,000 of 7.5% convertible
debentures outstanding that mature in 2004. As the Companys financial
statements are recorded in Canadian dollars the amount of the liability
recorded for the convertible debentures on the balance sheet will fluctuate
with changes in the United States to Canadian dollar exchange rates.

Competition

The Corporation competes with other mining companies in connection with
the acquisition of mining claims and leases on gold and other precious metals
prospects and in connection with the recruitment and retention of qualified
employees.

Since there is a world market for gold, the Corporation believes that no
single company has sufficient market power to materially affect the price or
supply of gold in the world market.

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Item 12. Description of Securities other than Equity Securities  Not Applicable

PART II

Item 13. Defaults, Dividend
Arrearages and Delinquencies  None

Item 14. Material Modifications to the Right of Security Holders and Use of Proceeds  None

Item 15. Controls and
Procedures

The
Corporations Chief Executive Officer and Chief Financial
Officer have conducted an evaluation of the effectiveness of
disclosure controls and procedures pursuant to Rule 13a-14 of
the Securities Exchange Act of 1934, as amended, as of a date within
90 days of the filing of this annual report. Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the disclosure controls and procedures are effective
in ensuring that all material information required to be filed in
this annual report has been 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.

Item 16. Reserved

PART III

Item 17. Financial Statements

The Corporation has elected to comply with the financial statement
requirement of this Item rather than Item 18. The financial statements filed
as part of this Annual Report are listed in Item 19  Financial Statements
and Exhibits.

These financial statements were prepared in accordance with generally
accepted accounting principles in Canada and are expressed in Canadian
dollars. Such financial statements have been reconciled to US generally
accepted accounting principles in Note 21 on pages 94 to 97. For a history
of the exchange rates which were in effect for Canadian dollars against U.S.
dollars, see Currency and Metric Equivalents page 1.

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Five-Year Comparative Summary of Selected Financial Data

|                                    |  |                                                                       |         |      |  |            |         |            |  |            |         |   |  |  |         |   |  |  |         |  
|----------------------------------- |  | --------------------------------------------------------------------- | ------- | ---- |  | ---------- | ------- | ---------- |  | ---------- | ------- | - |  |  | ------- | - |  |  | ------- | -
|                                    |  | (expressed in thousands of Canadian dollars except per share amounts)
|                                    |  | 2002                                                                  |         | 2001 |  | 2000       |         | 1999       |  | 1998      
|                                    |  |                                                                       |         |      |  |            |         |            |  |           
|                                    |  | $                                                                     |         | $    |  | $          |         | $          |  | $         
|                                    |  |                                                                       |         |      |  | (restated) |         | (restated) |  | (restated)
|Operating results (in thousands)    |  |                                                                       |         |      |  |            |         |            |  |            |         |   |  |  |         |   |  |  |         |  
|Metal Sales                         |  |                                                                       | 14,691  |      |  |            |        |            |  |            | 15,682  |   |  |  | 22,465  |   |  |  | 36,388  |  
|Loss
from operations                |  |                                                                       | (6,799  | )    |  |            | (5,094  | )          |  |            | (44,675 | ) |  |  | N/A     |   |  |  | N/A     |  
|Net Loss                            |  |                                                                       | (5,137  | )    |  |            | (4,355  | )          |  |            | (41,875 | ) |  |  | (11,776 | ) |  |  | (30,237 | )
|Cash flow from (used in)
operations |  |                                                                       | (4,994  | )    |  |            | (787    | )          |  |            | (13,800 | ) |  |  | (10,277 | ) |  |  | 411     |  
|Capital expenditures                |  |                                                                       | 4,256   |      |  |            | 1,789   |            |  |            | 7,196   |   |  |  | 5,088   |   |  |  | 8,141   |  
|                                    |  |                                                                       |         |      |  |            |         |            |  |            |         |   |  |  |         |   |  |  |         |  
|Financial position(in thousands)    |  |                                                                       |         |      |  |            |         |            |  |            |         |   |  |  |         |   |  |  |         |  
|Cash and short-term deposits        |  |                                                                       | 3,432   |      |  |            | 2,761   |            |  |            | 4,548   |   |  |  | 18,219  |   |  |  | 41,493  |  
|Money market instruments            |  |                                                                       |        |      |  |            |        |            |  |            |        |   |  |  | 7,958   |   |  |  |        |  
|Total assets                        |  |                                                                       | 131,733 |      |  |            | 110,356 |            |  |            | 77,960  |   |  |  | 113,530 |   |  |  | 127,198 |  
|Long-term debt                      |  |                                                                       | 56,468  |      |  |            | 55,974  |            |  |            | 52,224  |   |  |  | 51,809  |   |  |  | 53,477  |  
|Capital
stock                       |  |                                                                       | 30,013  |      |  |            | 24,620  |            |  |            | 125,355 |   |  |  | 125,339 |   |  |  | 123,632 |  
|Shareholders equity                |  |                                                                       | 22,360  |      |  |            | 22,102  |            |  |            | 13,468  |   |  |  | 75,673  |   |  |  | 87,469  |  
|                                    |  |                                                                       |         |      |  |            |         |            |  |            |         |   |  |  |         |   |  |  |         |  
|Per share data                      |  |                                                                       |         |      |  |            |         |            |  |            |         |   |  |  |         |   |  |  |         |  
|Net loss per share                  |  |                                                                       | (0.13   | )    |  |            | (0.18   | )          |  |            | (2.66   | ) |  |  | (0.75   | ) |  |  | (1.97   | )
|Book value per share                |  |                                                                       | 0.50    |      |  |            | 0.68    |            |  |            | 0.85    |   |  |  | 4.82    |   |  |  | 5.65    |  
|                                    |  |                                                                       |         |      |  |            |         |            |  |            |         |   |  |  |         |   |  |  |         |  
|Operations statistics               |  |                                                                       |         |      |  |            |         |            |  |            |         |   |  |  |         |   |  |  |         |  
|Gold production  ounces            |  |                                                                       | 32,500  |      |  |            |        |            |  |            | 38,400  |   |  |  | 53,700  |   |  |  | 82,400  |  
|Gold revenue per ounce  US
dollars |  |                                                                       | 321     |      |  |            |        |            |  |            | 279     |   |  |  | 276     |   |  |  | 304     |  
|Cash cost per ounce  US dollars    |  |                                                                       | 361     |      |  |            |        |            |  |            | 463     |   |  |  | 292     |   |  |  | 255     |  
|                                    |  |                                                                       |         |      |  |            |         |            |  |            |         |   |  |  |         |   |  |  |         |  
|Share outstanding(in thousands)     |  |                                                                       |         |      |  |            |         |            |  |            |         |   |  |  |         |   |  |  |         |  
|At year end                         |  |                                                                       | 44,478  |      |  |            | 32,562  |            |  |            | 15,784  |   |  |  | 15,715  |   |  |  | 15,469  |  
|Weighted average during year        |  |                                                                       | 40,230  |      |  |            | 23,720  |            |  |            | 15,733  |   |  |  | 15,695  |   |  |  | 15,353  |  
|                                    |  |                                                                       |         |      |  |            |         |            |  |            |         |   |  |  |         |   |  |  |         |  

Selected quarterly Financial Data (unaudited)

|                             |  |                                                                       |        |             |  |             |        |             |  |  |        |   |  |  |        |  
|---------------------------- |  | --------------------------------------------------------------------- | ------ | ----------- |  | ----------- | ------ | ----------- |  |  | ------ | - |  |  | ------ | -
|                             |  | (expressed in thousands of Canadian dollars except per share amounts)
|Year ended December 31, 2002 |  | 1st Quarter                                                           |        | 2nd Quarter |  | 3rd Quarter |        | 4th Quarter
|                             |  |                                                                       |        |             |  |             |        |            
|                             |  | $                                                                     |        | $           |  | $           |        | $          
|Metal sales                  |  |                                                                       |       |             |  |             | 3,716  |             |  |  | 3,620  |   |  |  | 7,355  |  
|Loss from operations         |  |                                                                       | (613   | )           |  |             | (1,588 | )           |  |  | (2,790 | ) |  |  | (1,808 | )
|Net loss                     |  |                                                                       | (691   | )           |  |             | (550   | )           |  |  | (2,901 | ) |  |  | (995   | )
|Net loss per share           |  |                                                                       | (0.02  | )           |  |             | (0.02  | )           |  |  | (0.07  | ) |  |  | (0.02  | )
|                             |  |                                                                       |        |             |  |             |        |             |  |  |        |   |  |  |        |  
|Year ended December 31, 2001 |  |                                                                       |        |             |  |             |        |            
|                             |  |                                                                       |        |             |  |             |        |             |  |  |        |   |  |  |        |  
|Metal sales                  |  |                                                                       |       |             |  |             |       |             |  |  |       |   |  |  |       |  
|Loss from operations         |  |                                                                       | (1,943 | )           |  |             | (1,195 | )           |  |  | (875   | ) |  |  | (620   | )
|Net loss                     |  |                                                                       | (2,031 | )           |  |             | (931   | )           |  |  | (995   | ) |  |  | (398   | )
|Net loss per share           |  |                                                                       | (0.13  | )           |  |             | (0.06  | )           |  |  | (0.03  | ) |  |  | (0.00  | )
|                             |  |                                                                       |        |             |  |             |        |             |  |  |        |   |  |  |        |  

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|                                                    |  |                                     
|--------------------------------------------------- |  | ------------------------------------
|                                                    |  | Consolidated financial statements of
|                                                    |  | CAMPBELL RESOURCES INC.             
|                                                    |  | December 31, 2002, 2001 and 2000    
|Managements Responsibility for Financial Reporting |  |                                     

To the Shareholders of Campbell Resources Inc.

The accompanying consolidated financial statements of the Company were prepared
by management in accordance with Canadian generally accepted accounting
principles, consistently applied and within the framework of the summary of
significant accounting policies in these consolidated financial statements.
Management is responsible for all information in the annual report. All
financial and operating data in the annual report is consistent, where
appropriate, with that contained in the consolidated financial statements.

A system of internal accounting control is maintained in order to provide
reasonable assurance that assets are safeguarded and that transactions are
properly recorded and executed in accordance with managements authorization.
This system includes established policies and procedures, the selection and
training of qualified personnel and an organization providing for appropriate
delegation of authority and segregation of responsibilities.

The Board of Directors discharges its responsibilities for the consolidated
financial statements primarily through the activities of its Audit Committee
composed of three directors, none of whom are members of management. This
Committee meets with management to assure that it is performing its
responsibility to maintain financial controls and systems and to approve the
annual consolidated financial statements of the Company. The Audit Committee
also meets with the independent auditors to discuss the results of their audit
and their audit report prior to submitting the consolidated financial
statements to the Board of Directors for approval.

The consolidated financial statements have been audited on behalf of the
shareholders by the Companys independent auditors, Samson
Bélair Deloitte &
Touche, in accordance with generally accepted auditing standards. The auditors
report outlines the scope of their examination and their opinion on the
consolidated financial statements.

|                                      |  |                                                          
|------------------------------------- |  | ---------------------------------------------------------
|By: /s/ André Fortier                 |  | By: /s/ Lucie Brun                                       
|President and Chief Executive Officer |  | Executive Vice-President and Chief
Administrative Officer

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##### 



Independent Auditors Report

To the Board of Directors and the Shareholders of Campbell Resources Inc.

We have audited the consolidated balance sheets of Campbell Resources Inc. (the
Company) as at December 31, 2002 and 2001 and the consolidated statements of
operations, deficit and cash flows for each of the years in the two-year period
ended December 31, 2002. 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 Canadian generally accepted auditing
standards and auditing standards generally accepted in the United States of
America. These 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.
We believe that our audits provide a reasonable basis for our opinion.

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.

The consolidated statements of operations, deficit and cash flows for the year
ended December 31, 2000, prior to adjustments for the changes in accounting
policy related to depreciation and depletion of mining interests and loss per
share and for changes in accounting presentation with respect to the financing
arrangement as described in Note 2, were audited by other auditors who
expressed an opinion without reservation on those statements in their report
dated April 3, 2001. We have audited the adjustments to the 2000 financial
statements and, in our opinion, such adjustments, in all material respects, are
appropriate and have been properly applied.

/s/ Samson Bélair Deloitte & Touche

Chartered Accountants
Montreal, Quebec
February 25, 2003

Comments by Auditors on Canada-United States of America Reporting Standards
Difference

In the United States of America, reporting standards for auditors require the
addition of an explanatory paragraph (following the opinion paragraph) when
there are changes in accounting principles that have a material effect on the
comparability of the Companys financial statements, such as the changes
described in Note 2 to the financial statements. Our report to the Board of
Directors and the Shareholders, dated February 25, 2003, is expressed in
accordance with Canadian reporting standards which do not require a reference
to such changes in accounting principles in the auditors report when the
change is properly accounted for and adequately disclosed in the financial
statements.

76



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##### 



Consolidated Statements of Operations
(expressed in thousands of Canadian dollars except per share amounts)

|                                                   |                                        |      |        |        |   |      |            |       |  |  |         |        | 
|-------------------------------------------------- | -------------------------------------- | ---- | ------ | ------ | - | ---- | ---------- | ----- |  |  | ------- | ------ | 
|years ended December 31,                           |                                        | 2002 |        | 2001   |   | 2000
|                                                   |                                        |      |        |        |   |     
|                                                   |                                        |      | $      |        | $ |      | $         
|                                                   |                                        |      |        |        |   |      | (restated)
|Metal sales                                        |                                        |      | 14,691 |        |   |      |           |       |  |  | 15,682  |       
|Expenses                                           |                                        |      |        |        |   |      |            |       |  |  |         |       
|                                                   | Mining                                 |      |        | 16,420 |   |      |            |      |  |  |         | 25,272 | 
|                                                   | Depreciation and amortization          |      |        | 3,532  |   |      |            | 43    |  |  |         | 3,827  | 
|                                                   | General administration                 |      |        | 1,815  |   |      |            | 2,113 |  |  |         | 2,633  | 
|                                                   | Care and maintenance                   |      |        | 167    |   |      |            | 2,177 |  |  |         | 383    | 
|                                                   | Indemnity in lieu of notice            |      |        |       |   |      |            | 300   |  |  |         |       | 
|                                                   | Severance pay                          |      |        |       |   |      |            |      |  |  |         | 761    | 
|                                                   | Exploration                            |      |        |       |   |      |            |      |  |  |         | 2,370  | 
|                                                   |                                        |      |        |        |   |      |            |       |  |  |         |       
|                                                   |                                        |      | 21,934 |        |   |      | 4,633      |       |  |  | 35,246  |       
|                                                   |                                        |      |        |        |   |      |            |       |  |  |         |       
|Loss before the following items                    |                                        |      | (7,243 | )      |   |      | (4,633     | )     |  |  | (19,564 | )     
|Interest expense on long-term debt (Note 13)       |                                        |      | (668   | )      |   |      | (461       | )     |  |  | (318    | )     
|Interest income                                    |                                        |      | 1,268  |        |   |      |           |       |  |  |        |       
|Amortization of deferred charges                   |                                        |      | (156   | )      |   |      |           |       |  |  |        |       
|Write-down of mining interests (Note 8)            |                                        |      |       |        |   |      |           |       |  |  | (24,793 | )     
|                                                   |                                        |      |        |        |   |      |            |       |  |  |         |       
|Loss from operations                               |                                        |      | (6,799 | )      |   |      | (5,094     | )     |  |  | (44,675 | )     
|                                                   |                                        |      |        |        |   |      |            |       |  |  |         |       
|Other income (expense)                             |                                        |      |        |        |   |      |            |       |  |  |         |       
|                                                   | Gain on sale of subsidiaries (Note 14) |      |        | 777    |   |      |            | 49    |  |  |         |       | 
|                                                   | Other income                           |      |        | 1,000  |   |      |            | 617   |  |  |         | 1,900  | 
|                                                   | Share of loss of affiliate             |      |        | (53    | ) |      |            |      |  |  |         |       | 
|                                                   |                                        |      |        |        |   |      |            |       |  |  |         |       
|                                                   |                                        |      | 1,724  |        |   |      | 666        |       |  |  | 1,900   |       
|                                                   |                                        |      |        |        |   |      |            |       |  |  |         |       
|Loss before taxes                                  |                                        |      | (5,075 | )      |   |      | (4,428     | )     |  |  | (42,775 | )     
|Income and mining tax (expense) recovery (Note 15) |                                        |      | (62    | )      |   |      | 73         |       |  |  | 900     |       
|                                                   |                                        |      |        |        |   |      |            |       |  |  |         |       
|Net loss                                           |                                        |      | (5,137 | )      |   |      | (4,355     | )     |  |  | (41,875 | )     
|                                                   |                                        |      |        |        |   |      |            |       |  |  |         |       
|Weighted average number of common shares (000)    |                                        |      | 40,230 |        |   |      | 23,720     |       |  |  | 15,733  |       
|                                                   |                                        |      |        |        |   |      |            |       |  |  |         |       
|Basic and fully diluted loss per share             |                                        |      | (0.13  | )      |   |      | (0.18      | )     |  |  | (2.66   | )     
|                                                   |                                        |      |        |        |   |      |            |       |  |  |         |       

Consolidated Statements of Deficit
(expressed in thousands of Canadian dollars)

|                                                                           |                                                                        |      |       |       |  |      |          |         |  |  |         |        | 
|-------------------------------------------------------------------------- | ---------------------------------------------------------------------- | ---- | ----- | ----- |  | ---- | -------- | ------- |  |  | ------- | ------ | 
|years ended December 31,                                                   |                                                                        | 2002 |       | 2001  |  | 2000
|                                                                           |                                                                        |      |       |       |  |     
|                                                                           |                                                                        | $    |       | $     |  | $   
|Balance, beginning of year                                                 |                                                                        |      |       |       |  |      |          |         |  |  |         |       
|                                                                           | As previously reported                                                 |      |       | 3,855 |  |      |          | 113,145 |  |  |         | 50,259 | 
|                                                                           | Adjustment for change in depreciation and amortization policy (Note 2) |      |       |      |  |      |          |        |  |  |         | 21,695 | 
|                                                                           | As restated                                                            |      |       | 3,855 |  |      |          | 113,145 |  |  |         | 71,954 | 
|Change in accounting for income taxes (Note 2)                             |                                                                        |      |      |       |  |      |         |         |  |  | (684    | )     
|Transfer from the stated capital account to eliminate deficit (Note 12 b)) |                                                                        |      |      |       |  |      | (113,645 | )       |  |  |        |       
|Net loss                                                                   |                                                                        |      | 5,137 |       |  |      | 4,355    |         |  |  | 41,875  |       
|                                                                           |                                                                        |      |       |       |  |      |          |         |  |  |         |       
|Balance, end of year                                                       |                                                                        |      | 8,992 |       |  |      | 3,855    |         |  |  | 113,145 |       
|                                                                           |                                                                        |      |       |       |  |      |          |         |  |  |         |       

77



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##### 



Consolidated Balance Sheets
(expressed in thousands of Canadian dollars)

|                                                    |                                             |      |         |        |   |  |         |        |  
|--------------------------------------------------- | ------------------------------------------- | ---- | ------- | ------ | - |  | ------- | ------ | -
|as at December 31,                                  |                                             | 2002 |         | 2001  
|                                                    |                                             |      |         |       
|                                                    |                                             | $    |         | $     
|Assets                                              |                                             |      |         |        |   |  |         |       
|Current assets                                      |                                             |      |         |        |   |  |         |       
|                                                    | Cash and cash equivalents                   |      |         | 3,432  |   |  |         | 2,761  |  
|                                                    | Short-term investments at market value      |      |         | 315    |   |  |         | 22     |  
|                                                    | Receivables                                 |      |         | 3,718  |   |  |         | 2,435  |  
|                                                    | Settlements receivable                      |      |         | 4,161  |   |  |         |       |  
|                                                    | Notes receivable (Note 4)                   |      |         | 1,903  |   |  |         | 1,037  |  
|                                                    | Inventories of ore and supplies (Note 5)    |      |         | 3,040  |   |  |         | 4,664  |  
|                                                    | Prepaids                                    |      |         | 555    |   |  |         | 517    |  
|                                                    |                                             |      | 17,124  |        |   |  | 11,436  |       
|                                                   
|Notes receivable (Note 4)                           |                                             |      | 26,735  |        |   |  | 12,266  |       
|Investment (Note 6)                                 |                                             |      | 6,447   |        |   |  | 6,500   |       
|Restricted deposits and swap agreement (Note 7)     |                                             |      | 48,900  |        |   |  | 48,629  |       
|Future income tax (Note 15)                         |                                             |      | 2,350   |        |   |  | 3,375   |       
|Mining interests (Note 8)                           |                                             |      | 25,833  |        |   |  | 25,365  |       
|Accrued benefit asset (Note 18)                     |                                             |      | 1,732   |        |   |  | 1,707   |       
|Other assets (Note 9)                               |                                             |      | 2,612   |        |   |  | 1,078   |       
|                                                    |                                             |      |         |        |   |  |         |       
|                                                    |                                             |      | 131,733 |        |   |  | 110,356 |       
|                                                    |                                             |      |         |        |   |  |         |       
|Liabilities                                         |                                             |      |         |        |   |  |         |       
|Current liabilities                                 |                                             |      |         |        |   |  |         |       
|                                                    | Accounts payable                            |      |         | 6,280  |   |  |         | 2,482  |  
|                                                    | Accrued liabilities                         |      |         | 3,140  |   |  |         | 3,436  |  
|                                                    | Future income tax (Note 15)                 |      |         |       |   |  |         | 141    |  
|                                                    | Current portion of long-term debt (Note 11) |      |         | 2,698  |   |  |         |       |  
|                                                    |                                             |      | 12,118  |        |   |  | 6,059   |       
|                                                   
|Reclamation and site restoration accruals (Note 10) |                                             |      | 6,500   |        |   |  | 8,084   |       
|Long-term debt (Note 11)                            |                                             |      | 56,468  |        |   |  | 55,974  |       
|Future income tax (Note 15)                         |                                             |      | 2,350   |        |   |  | 3,234   |       
|Deferred royalty (Note 4)                           |                                             |      | 31,835  |        |   |  | 14,340  |       
|Other liabilities                                   |                                             |      | 102     |        |   |  | 563     |       
|                                                    |                                             |      |         |        |   |  |         |       
|                                                    |                                             |      | 109,373 |        |   |  | 88,254  |       
|                                                    |                                             |      |         |        |   |  |         |       
|Shareholders equity                                |                                             |      |         |        |   |  |         |       
|                                                    | Capital stock (Note 12)                     |      |         | 30,013 |   |  |         | 24,620 |  
|                                                    | Warrants (Note 12 e))                       |      |         | 1,339  |   |  |         |       |  
|                                                    | Deficit                                     |      |         | (8,992 | ) |  |         | (3,855 | )
|                                                    | Foreign currency translation adjustment     |      |         |       |   |  |         | 1,337  |  
|                                                    |                                             |      |         |        |   |  |         |       
|                                                    |                                             |      | 22,360  |        |   |  | 22,102  |       
|                                                    |                                             |      |         |        |   |  |         |       
|                                                    |                                             |      | 131,733 |        |   |  | 110,356 |       
|                                                    |                                             |      |         |        |   |  |         |       

Approved by the Board

|                              |  |                                
|----------------------------- |  | -------------------------------
|                              |  |                                
|/s/ André Y. Fortier
Director |  | /s/ G.E. Kurt Pralle
Director

78



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##### 



Consolidated Statements of Cash Flows
(expressed in thousands of Canadian dollars)

|                                                            |                                                  |                                        |       |        |       |            |        |        |     |   |         |         |        |  
|----------------------------------------------------------- | ------------------------------------------------ | -------------------------------------- | ----- | ------ | ----- | ---------- | ------ | ------ | --- | - | ------- | ------- | ------ | -
|years ended December 31,                                    |                                                  | 2002                                   |       | 2001   |       | 2000      
|                                                            |                                                  |                                        |       |        |       |           
|                                                            |                                                  | $                                      |       | $      |       | $         
|                                                            |                                                  |                                        |       |        |       | (restated)
|Operating activities                                        |                                                  |                                        |       |        |       |            |        |        |     |   |         |        
|                                                            | Net loss                                         |                                        |       | (5,137 | )     |            |        | (4,355 | )   |   |         | (41,875 | )     
|                                                            | Items not involving cash and cash equivalents    |                                        |       |        |       |            |        |        |     |   |         |         |       
|                                                            |                                                  | Depreciation and amortization          |       |        | 3,532 |            |        |        | 43  |   |         |         | 3,827  |  
|                                                            |                                                  | Write-down of mining interests         |       |        |      |            |        |        |    |   |         |         | 24,793 |  
|                                                            |                                                  | Gain on sale of subsidiaries (Note 14) |       |        | (777  | )          |        |        | (49 | ) |         |         |       |  
|                                                            |                                                  | Future mining tax recovery             |       |        |      |            |        |        |    |   |         |         | (1,032 | )
|                                                            |                                                  | Other                                  |       |        | (247  | )          |        |        | 362 |   |         |         | (1,730 | )
|                                                            | Changes in non-cash working capital (Note 16)    |                                        |       | (2,365 | )     |            |        | 3,212  |     |   |         | 2,217   |       
|                                                            |                                                  |                                        |       |        |       |            |        |        |     |   |         |        
|                                                            | Cash flow related to operating activities        |                                        |       | (4,994 | )     |            |        | (787   | )   |   |         | (13,800 | )     
|                                                            |                                                  |                                        |       |        |       |            |        |        |     |   |         |        
|Financing activities                                        |                                                  |                                        |       |        |       |            |        |        |     |   |         |        
|                                                            | Increase (decrease) in debentures and other debt |                                        |       | 2,947  |       |            |        | (571   | )   |   |         |        |       
|                                                            | Issuance of capital stock (Note 12 e))           |                                        |       | 5,934  |       |            |        | 445    |     |   |         | 77      |       
|                                                            | Other liabilities                                |                                        |       | (26    | )     |            |        | (100   | )   |   |         | (61     | )     
|                                                            | Other                                            |                                        |       |       |       |            |        | 132    |     |   |         |        |       
|                                                            |                                                  |                                        |       |        |       |            |        |        |     |   |         |        
|                                                            | Cash flow related to financing activities        |                                        |       | 8,855  |       |            |        | (94    | )   |   |         | 16      |       
|                                                            |                                                  |                                        |       |        |       |            |        |        |     |   |         |        
|Investing activities                                        |                                                  |                                        |       |        |       |            |        |        |     |   |         |        
|                                                            | Restricted cash                                  |                                        |       |       |       |            |        | 840    |     |   |         | (840    | )     
|                                                            | Proceeds on sale of royalty (Note 4)             |                                        |       | 1,690  |       |            |        | 1,037  |     |   |         |        |       
|                                                            | Increase in mining interests                     |                                        |       | (4,256 | )     |            |        | (1,789 | )   |   |         | (7,196  | )     
|                                                            | Business acquisitions, net of cash (Note 3)      |                                        |       |       |       |            |        | (100   | )   |   |         |        |       
|                                                            | Money market instruments                         |                                        |       |       |       |            |        |       |     |   |         | 8,000   |       
|                                                            | Increase in other assets                         |                                        |       | (624   | )     |            |        | (982   | )   |   |         |        |       
|                                                            |                                                  |                                        |       |        |       |            |        |        |     |   |         |        
|                                                            | Cash flow related to investing activities        |                                        |       | (3,190 | )     |            |        | (994   | )   |   |         | (36     | )     
|                                                            |                                                  |                                        |       |        |       |            |        |        |     |   |         |        
|Effect of exchange rate change on cash and cash equivalents |                                                  |                                        |      |        |       |            | 88     |        |     |   | 149     |        
|                                                           
|Increase (decrease) in cash and cash equivalents            |                                                  |                                        | 671   |        |       |            | (1,787 | )      |     |   | (13,671 | )      
|Cash and cash equivalents, beginning of year                |                                                  |                                        | 2,761 |        |       |            | 4,548  |        |     |   | 18,219  |        
|Cash and cash equivalents, end of year                      |                                                  |                                        | 3,432 |        |       |            | 2,761  |        |     |   | 4,548   |        
|                                                            |                                                  |                                        |       |        |       |            |        |        |     |   |         |        
|                                                           
|Supplementary information                                   |                                                  |                                        |       |        |       |            |        |        |     |   |         |        
|                                                            | Income taxes paid (recovered)                    |                                        |       | 93     |       |            |        | (32    | )   |   |         | 295     |       
|                                                            | Interest paid                                    |                                        |       |       |       |            |        | 2,867  |     |   |         | 2,995   |       
|                                                            | Deferred royalty (Note 4)                        |                                        |       | 18,060 |       |            |        | 14,340 |     |   |         |        |       
|                                                            | Shares issued for business acquisitions (Note 3) |                                        |       |       |       |            |        | 11,996 |     |   |         |        |       
|                                                            | Shares issued for mining interest (Note 12 b))   |                                        |       | 192    |       |            |        | 432    |     |   |         |        |       
|                                                            | Share issued in payment of debt (Note 12 b))     |                                        |       | 360    |       |            |        |       |     |   |         |        |       

79



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##### 



Notes to the Consolidated Financial Statements

1. Description of business

Campbell Resources Inc. (the Company or Campbell) was incorporated under
the laws of British Columbia and continued under the Canada Business
Corporations Act. The Company directly or through its subsidiaries is engaged
in the business of the exploration, development, mining and processing of
precious and base metals.

2. Summary of significant accounting policies

Preparation of consolidated financial statements

The consolidated financial statements are prepared in accordance with Canadian
generally accepted accounting principles (GAAP), which differ in certain
material respects with United States GAAP. Significant differences relevant to
the Company are presented in Note 21.

In 2001, management reconsidered the accounting presentation adopted in
previous years with respect to the financing arrangement entered into in 1991
(Note 11 a)) and accordingly has decided to disclose separately the assets and
liabilities which had been previously netted. This change had no impact on
prior year net loss and opening deficit.

Use of estimates

The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
and the reported amounts of revenue and expenses during the period. Actual
results could differ from estimates. During the fiscal periods presented,
management has made a number of significant estimates and valuation
assumptions, including estimates of the net realizable value of accounts
receivable, inventory, the useful lives of capital assets, the recoverability
of mining interests, the future costs associated with environmental and site
restoration matters, and the fair value of financial assets and liabilities.
These estimates and valuation assumptions are based on current information and
managements planned course of action, as well as assumptions about future
business and economic conditions. Should the underlying valuation assumptions
and estimates change, the recorded amounts could change by a material amount.

Uncertainties

The Companys ability to discharge its liabilities and realize the carrying
value of its assets in the normal course of operations is dependent upon the
existence of economically recoverable reserves, the ability of the Company to
obtain the necessary financing to complete exploration and development, and
future profitable production or proceeds from the disposal of its interests.

Principles of consolidation

The consolidated financial statements include the accounts of the Company and
its subsidiaries. All significant intercompany balances and transactions have
been eliminated on consolidation.

Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, balances with banks and
short-term deposits with original maturities of three months or less.

Inventories of ore and supplies

Supplies are valued at the lower of average cost and net replacement cost. Ore
is valued at the lower of average production cost or net realizable value.
Production costs include direct labour, benefits, supplies, and equipment
operating costs and maintenance.

Investment

The entity in which the Company has the ability to exercise significant
influence is accounted for using the equity method.

Mining interests

Plant and equipment are recorded at cost with depreciation provided either on
the unit-of-production method basis using proven and probable reserves to which
they relate, or on the straight-line method over their estimated useful lives.

80



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##### 



Mining properties are recorded at cost and are depleted on the
unit-of-production method basis using proven and probable
reserves to which they relate. Costs incurred to expand existing capacity,
develop new ore bodies and develop property substantially in advance of
production are capitalized.

Exploration expenditures are charged to earnings in the period incurred except
where these costs relate to specific properties for which economically
recoverable reserves exist, in which case they are deferred. Significant
property payments for active exploration properties are capitalized. If no
mineable ore body is discovered, previously capitalized costs are expensed.

Mining properties are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of these assets may not be
recoverable. Conditions that may trigger an impairment assessment include
changes in reserve estimates, commodity prices or estimated operating and
reclamation and restoration costs. If estimated future net undiscounted cash
flows expected to result from the use of the properties and their eventual
disposal are less than the carrying amount, then these properties are written
down to their estimated recoverable amount, determined on a non-discounted
basis. Estimated future net undiscounted cash flows are based on currently
estimated reserves and current estimates of future commodity prices and
operating and reclamation and restoration costs.

In 2001, the Company modified its accounting policy related to the depreciation
and depletion of mining interests, going from the unit-of-production method
based upon the estimated mine life to the unit-of-production method based upon
proven and probable mineable reserves, so as to have no differences with United
States GAAP.

This policy was adopted retroactively and prior year financial statements were
restated as follows:

|                                                   |  |      |        | 
|-------------------------------------------------- |  | ---- | ------ | 
|                                                   |  | 2000
|                                                   |  |     
|                                                   |  | $   
|Decrease in depreciation and amortization          |  |      | 814    | 
|Decrease in write-down of mining interests         |  |      | 20,881 | 
|Decrease in net loss                               |  |      | 21,695 | 
|Decrease in basic and fully diluted loss per share |  |      | 1.38   | 
|Increase in deficit opening balance                |  |      | 21,695 | 

Other assets

Other assets are comprised principally of charges incurred in relation to the
sale of royalties. These charges are amortized on a straight-line basis over a
10-year period.

Stock-based compensation plans

The Company has two stock-based compensation plans, which are described in Note
12 c). No compensation expense for these plans is recognized when stock options
are issued to directors or employees unless stock appreciation rights (SAR)
accompany the options. Any consideration paid by employees and directors on
exercise of stock options is credited to share capital.

On January 1, 2002, the Company adopted the recommendations of the Canadian
Institute of Chartered Accountants (CICA) Handbook Section 3870, Stock-Based
Compensation and Other Stock-Based Payments. This Section establishes
standards for the recognition, measurement and disclosure of stock-based
compensation made in exchange for goods and services and requires the use of
the fair value method to account for awards to non-employees and direct awards
of stock to employees and encourages, but does not require, the use of the fair
value method to account for stock-based compensation costs arising from awards
to employees. The Section also requires pro forma disclosures relating to net
earnings and earnings per share figures as if the fair value method of
accounting had been used. The Company has chosen not to use the fair value
method to account for stock-based compensation costs arising from awards to
employees. The pro forma disclosure is presented in Note 12 d).

Reclamation and site restoration accruals

Provisions are established for estimated future costs of site restoration of
mining properties, including the removal of

81



---



##### 



production facilities at the end of
their useful lives. Costs are based on estimates of the anticipated method and
extent of site restoration to meet current legal and industry standards. These
standards are continually changing and the estimated provision is reviewed
annually. The estimated future costs are accrued over the estimated life of the
underlying asset and the annual charge, determined on the same basis as the
amortization of the underlying asset,
is included in mining costs.

Income taxes

The Company changed its policy for accounting for income taxes by adopting,
effective January 1, 2000, the CICA Handbook Section 3465 Income Taxes. This
required a change from the deferral method of accounting for income taxes to
the asset and liability method. Under the asset and liability method, future
tax assets and liabilities are recognized for future tax consequences
attributable to differences between the financial statement carrying value and
the tax basis of assets and liabilities. Future tax assets are recognized only
to the extent that, in the opinion of management, it is more likely than not
that the future income tax assets will be realized.

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.

The change has been adopted retroactively without restatement of prior years
financial statements resulting in the deficit at January 1, 2000 being reduced
by $684,000.

Revenue recognition

The Company recognizes metal revenue when title to delivered gold, silver or
copper and the risks and rewards of ownership are passed to the buyer.

Earnings per share

The Companys use of the treasury stock method in calculating diluted earnings
per share is consistent with United States GAAP.

Pension plans

The Company accrues its obligations under pension plans and the related costs,
net of plan assets. Pension benefits earned by employees are actuarially
determined, using the projected benefit method prorated on service and
managements best estimate of expected plan investment performance, salary
escalation and retirement ages of employees. Pension plan assets are valued at
fair value for the purpose of calculating the expected return on plan assets.
Past service costs arising from plan amendments are amortized on a
straight-line basis over the average remaining service period of the employees
active at the date of the plan amendment. The excess of the net actuarial gain
(loss) over 10% of the greater of the accrued benefit obligation and the fair
value of plan assets is amortized over the average remaining service period of
active employees.

Financial instruments

Prior to fiscal year 2001, the Company used forward and option contracts to
hedge the effect of exchange rate changes on foreign currency exposure, and
forward and option contracts to hedge the effect of price changes on a portion
of the commodities it sells. Gains and losses on hedging instruments that
effectively establish prices for future production were not recognized in
income until reflected in sales revenue when the related production was
included in revenue. From time to time, the Company had entered into options
contracts for the sale of commodities not designated as hedges. These contracts
were carried at quoted market values and included in other assets (liabilities)
and gains and losses arising from the changes in the market values of these
contracts and were recognized in earnings in the period in which the changes
occurred. Since 2001, the Company has not used financial instruments.

With respect to short-term deposits, the Companys policy is to invest in
highly-rated instruments and to limit the amount of credit exposure to any one
institution.

Currency translation

Prior to its disposal in 2002, the financial statements of the self-sustaining
Mexican operations were translated into Canadian dollars at the year-end rate
of exchange for the balance sheet and the average rate of exchange for the year
for the statement of

82



---



##### 



operations. Exchange gains or losses were included as a
separate component of shareholders equity as a foreign currency translation
adjustment.

Prior to its disposal in 2001, the Panamanian operations were translated into
Canadian dollars using the temporal method whereby monetary assets and
liabilities were translated at the year-end rate of exchange, and non-monetary
assets and liabilities were translated at historical rates of exchange.
Exchange gains or losses were included in the determination of earnings.

3. Business acquisitions

On June 30, 2001, the Company merged with MSV Resources Inc. (MSV) and
GéoNova Explorations Inc. (GNE). The purchase method of accounting was used
to account for this merger. This merger is summarized below:

|                                  |                                               |  |       |        |     |  |       |       |   |  |        |        |  
|--------------------------------- | --------------------------------------------- |  | ----- | ------ | --- |  | ----- | ----- | - |  | ------ | ------ | -
|                                  |                                               |  | MSV   |        | GNE |  | Total
|                                  |                                               |  |       |        |     |  |      
|                                  |                                               |  | $     |        | $   |  | $    
|Assets acquired                   |                                               |  |       |        |     |  |       |       |   |  |        |       
|                                  | Cash and cash equivalents                     |  |       | 650    |     |  |       | 9     |   |  |        | 659    |  
|                                  | Receivables                                   |  |       | 1,977  |     |  |       | 33    |   |  |        | 2,010  |  
|                                  | Inventories                                   |  |       | 623    |     |  |       |      |   |  |        | 623    |  
|                                  | Prepaids                                      |  |       | 257    |     |  |       | 7     |   |  |        | 264    |  
|                                  | Investments                                   |  |       | 6,544  |     |  |       | 21    |   |  |        | 6,565  |  
|                                  | Mining interests                              |  |       | 4,233  |     |  |       | 3,817 |   |  |        | 8,050  |  
|                                  | Accrued benefit assets                        |  |       | 978    |     |  |       |      |   |  |        | 978    |  
|                                  | Other assets                                  |  |       | 102    |     |  |       |      |   |  |        | 102    |  
|Liabilities assumed               |                                               |  |       |        |     |  |       |       |   |  |        |       
|                                  | Accounts payable                              |  |       | (493   | )   |  |       | (60   | ) |  |        | (553   | )
|                                  | Accrued liabilities                           |  |       | (264   | )   |  |       | (17   | ) |  |        | (281   | )
|                                  | Convertible debentures and other debt         |  |       | (3,727 | )   |  |       |      |   |  |        | (3,727 | )
|                                  | Reclamation and site restoration accruals     |  |       | (1,500 | )   |  |       |      |   |  |        | (1,500 | )
|                                  | Other liabilities                             |  |       |       |     |  |       | (435  | ) |  |        | (435   | )
|                                  |                                               |  |       |        |     |  |       |       |   |  |        |       
|Net assets acquired at fair value |                                               |  | 9,380 |        |     |  | 3,375 |       |   |  | 12,755 |       
|                                  |                                               |  |       |        |     |  |       |       |   |  |        |       
|Consideration                     |                                               |  |       |        |     |  |       |       |   |  |        |       
|                                  | Issuance of common shares (14,810,000 shares) |  |       | 8,822  |     |  |       | 3,174 |   |  |        | 11,996 |  
|                                  | Acquisition costs                             |  |       | 558    |     |  |       | 201   |   |  |        | 759    |  
|                                  |                                               |  |       |        |     |  |       |       |   |  |        |       
|                                  |                                               |  | 9,380 |        |     |  | 3,375 |       |   |  | 12,755 |       
|                                  |                                               |  |       |        |     |  |       |       |   |  |        |       

4. Notes receivable

In December 2002, the Company completed the last tranche of a total of a
$32,400,000 royalty sale based on the future production of the Joe Mann and
Corner Bay properties. The royalty will be paid to the unitholder based on the
following formula: the fraction of outstanding royalty units over 4,740 units
multiplied by $8 per ton of ore for the years 2002 and 2003, $14 for 2004, $35
from January 1, 2005 until the net proceeds of the royalty sale plus interest
of 10% compounded annually, exceed the aggregate of all royalty payments, from
the date paid to the date of determination, at 10% compounded annually and
$1.50 per ton thereafter. This royalty may be repurchased at any time on or
after July 1, 2007.

83



---



##### 



The three portions provided cash consideration and notes receivable bearing
yearly interest at 6.25% are as follows:

|              |  |      |         |      |  |      |       |      |  |                |       |             |  |             |       |              |  |  |     |  |  |  |        | 
|------------- |  | ---- | ------- | ---- |  | ---- | ----- | ---- |  | -------------- | ----- | ----------- |  | ----------- | ----- | ------------ |  |  | --- |  |  |  | ------ | 
|              |  |      |         |      |  |      |       |      |  | Notes maturing
|              |  |      |         |      |  |      |       |      |  |               
|              |  |      | Royalty |      |  |      |       |      |  | February 2,    |       | February 2, |  | February 2, |       | December 31,
|Closing date  |  | sale |         | Cash |  | 2002 |       | 2003 |  | 2004           |       | 2011       
|              |  |      |         |      |  |      |       |      |  |                |       |            
|              |  | $    |         | $    |  | $    |       | $    |  | $              |       | $          
|December 2001 |  |      | 14,340  |      |  |      | 1,037 |      |  |                | 1,037 |             |  |             | 569   |              |  |  |    |  |  |  | 11,697 | 
|June 2002     |  |      | 12,740  |      |  |      | 1,210 |      |  |                |      |             |  |             | 956   |              |  |  | 382 |  |  |  | 10,192 | 
|December 2002 |  |      | 5,320   |      |  |      | 479   |      |  |                |      |             |  |             | 378   |              |  |  | 208 |  |  |  | 4,256  | 
|              |  |      |         |      |  |      |       |      |  |                |       |             |  |             |       |              |  |  |     |  |  |  |        | 
|              |  |      | 32,400  |      |  |      | 2,726 |      |  |                | 1,037 |             |  |             | 1,903 |              |  |  | 590 |  |  |  | 26,145 | 
|              |  |      |         |      |  |      |       |      |  |                |       |             |  |             |       |              |  |  |     |  |  |  |        | 

5. Inventories of ore and supplies

|         |  |      |       |      |  |  |       | 
|-------- |  | ---- | ----- | ---- |  |  | ----- | 
|         |  | 2002 |       | 2001
|         |  |      |       |     
|         |  | $    |       | $   
|Ore      |  |      | 645   |      |  |  |      | 
|Supplies |  |      | 2,395 |      |  |  | 4,664 | 
|         |  |      |       |      |  |  |       | 
|         |  |      | 3,040 |      |  |  | 4,664 | 
|         |  |      |       |      |  |  |       | 

6. Investment

|                                                                                               |  |      |       |      |  |  |       | 
|---------------------------------------------------------------------------------------------- |  | ---- | ----- | ---- |  |  | ----- | 
|                                                                                               |  | 2002 |       | 2001
|                                                                                               |  |      |       |     
|                                                                                               |  | $    |       | $   
|Investment
in an entity subject to significant influence,
Corporation Copper Rand Inc. (CCR) |  |      |       |      |  |  |       | 
|(65,000 common shares - 26% of outstanding shares)                                             |  |      | 6,447 |      |  |  | 6,500 | 
|                                                                                               |  |      |       |      |  |  |       | 



|a) |  | The Company holds an option with the other owners of CCR to purchase, at
any time, up to 60,000 common shares of CCR at $100 per share plus 10% per
year, in order to increase its interest in the project to 50%.                                                                                                                                                                                                                                                                                                                                                               
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b) |  | Should the other shareholders of CCR decide to exercise their right of
exchange between April 8, 2003 and March 8, 2004 or in the 90 days
following the sale of more than half of the share capital of MSV or of a
substantial portion of the assets of MSV (including a merger transaction),
the Company will issue convertible debentures in exchange for up to
125,000 common shares of CCR, thereby increasing the Companys share by
another 50%. These convertible debentures, if issued, will be exchangeable
for Campbell common shares at the price of $1.025 per share.

7. Restricted deposits and swap agreement

As described in Note 11 a), in 1991, the Company entered into a Swap Agreement
and made deposits with an international bank to secure all principal and
interest payments associated with the Guaranteed Subordinate Debentures and
Notes and Guaranteed Non-Cumulative Redeemable Retractable Preferred Shares. These deposits expire
in 2007 and earn interest at Canadian Bankers Acceptance rates. The deposits
and the Swap Agreement were irrevocably assigned to secure all payments due to
investors.

Interest accretes on the restricted deposits over the term of the financing
arrangement to attain the amount of $50,000,000, which is due at the end of the
financing arrangement.

84



---



##### 



8. Mining interests

|                              |  |              |         |          |  |      |         |              |  |       |        |              |  |  |         |  |  |  |         |  |  |  |        | 
|----------------------------- |  | ------------ | ------- | -------- |  | ---- | ------- | ------------ |  | ----- | ------ | ------------ |  |  | ------- |  |  |  | ------- |  |  |  | ------ | 
|                              |  | 2002         |         | 2001    
|                              |  |              |         |         
|                              |  | Accumulated  |         |          |  |      |         |              |  |       |        | Accumulated  |  |  |         |  |  |  |         | 
|                              |  | depreciation |         |          |  |      |         |              |  |       |        | depreciation |  |  |         |  |  |  |         | 
|                              |  | and          |         | Net book |  |      |         |              |  | and   |        | Net book     |  |  |         | 
|                              |  | amortization |         | value    |  | Cost |         | amortization |  | value |        | Cost        
|                              |  |              |         |          |  |      |         |              |  |       |        |             
|                              |  | $            |         | $        |  | $    |         | $            |  | $     |        | $           
|Property, plant
and equipment |  |              | 30,246  |          |  |      | 15,994  |              |  |       | 14,252 |              |  |  | 61,593  |  |  |  | 44,675  |  |  |  | 16,918 | 
|Mining properties             |  |              | 120,981 |          |  |      | 109,400 |              |  |       | 11,581 |              |  |  | 117,107 |  |  |  | 108,660 |  |  |  | 8,447  | 
|                              |  |              |         |          |  |      |         |              |  |       |        |              |  |  |         |  |  |  |         |  |  |  |        | 
|                              |  |              | 151,227 |          |  |      | 125,394 |              |  |       | 25,833 |              |  |  | 178,700 |  |  |  | 153,335 |  |  |  | 25,365 | 
|                              |  |              |         |          |  |      |         |              |  |       |        |              |  |  |         |  |  |  |         |  |  |  |        | 

During 2002, the Company entered into:



|a) |  | an agreement under which Strateco Resources Inc. could earn a 50%
interest in the properties Borduas-Martel and Desjardins jointly named
Discovery project in Bruneau and Desjardins townships, Québec, by
incurring $4,500,000 expenditures on the properties and by issuing a total
of 600,000 shares and 300,000 warrants granting the right to purchase
300,000 shares over a period of four years;
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b) |  | an agreement under which the Company purchased a mining claim adjacent to
the Joe Mann mining concession for a consideration of 250,000 common
shares and a 2% net smelter return;                                                                                                                                                                                                                     
|  
|c) |  | an agreement to convert the options held by SOQUEM Inc. into interests of
respectively 35% and 40% in the Joe Mann and Chibougamau exploration
properties. These interest amounts are based on the completed qualifying
expenditures versus the total expenditure amount SOQUEM Inc. had to incur
to earn their 50% interest.                                                                          

In 2000, as part of its periodic evaluation of the carrying value of its mining
interests, the Company wrote off its carrying value of its Cerro Quema project
in Panama by $9,081,020 and wrote down the Joe Mann project in Quebec by
$26,007,751 and the Santa Gertrudis project in Mexico by $10,585,256 for an
aggregate write-down of $45,674,027 before restatement. The restatement
referred to in Note 2 on depreciation and amortization of mining interests
decreased the write-down by $20,881,000.

9. Other assets

Other assets are comprised of the following:



|a) |  | Deferred charges
|-- |  | ----------------

|                                        |  |      |       |              |  |             |     |          |  |              |       |       |  |             |       |          |  |  |     |  |  |  |       | 
|--------------------------------------- |  | ---- | ----- | ------------ |  | ----------- | --- | -------- |  | ------------ | ----- | ----- |  | ----------- | ----- | -------- |  |  | --- |  |  |  | ----- | 
|                                        |  | 2002 |       | 2001        
|                                        |  |      |       |             
|                                        |  |      |       |              |  | Accumulated |     | Net book |  |              |       |       |  | Accumulated |       | Net book
|                                        |  | Cost |       | amortization |  | value       |     | Cost     |  | amortization |       | value
|                                        |  |      |       |              |  |             |     |          |  |              |       |      
|                                        |  | $    |       | $            |  | $           |     | $        |  | $            |       | $    
|Fees related
to the sale
of the royalty |  |      | 2,535 |              |  |             | 156 |          |  |              | 2,379 |       |  |             | 982   |          |  |  |    |  |  |  | 982   | 
|Fees related to
the long-term debt      |  |      | 337   |              |  |             | 254 |          |  |              | 83    |       |  |             | 315   |          |  |  | 219 |  |  |  | 96    | 
|                                        |  |      |       |              |  |             |     |          |  |              |       |       |  |             |       |          |  |  |     |  |  |  |       | 
|                                        |  |      | 2,872 |              |  |             | 410 |          |  |              | 2,462 |       |  |             | 1,297 |          |  |  | 219 |  |  |  | 1,078 | 
|                                        |  |      |       |              |  |             |     |          |  |              |       |       |  |             |       |          |  |  |     |  |  |  |       | 



|b) |  | Other assets also include an amount of $150,000 receivable in December 2004
from CCR.
|-- |  | -------------------------------------------------------------------------------------

10. Reclamation and site restoration accruals

In addition to the $6,500,000 reclamation and site restoration accrual for the
Joe Mann and Eastmain sites, the Company benefits from an environmental fund of
approximately $3,900,000 as at December 31, 2002 ($3,739,000 in 2001). This
fund is held in trust by Computershare Trust Company of Canada and will be used
for the rehabilitation and restoration of the Copper Rand, Portage, Jaculet and
Copper Cliff mining sites acquired by MSV from Westminer Canada Limited in 1993.

85



---



##### 



The cost of the rehabilitation plan was estimated at $3,695,000 in March 1999,
and the plan was approved by the Société de développement de la Baie James and
Westminer Canada Limited in the same year. In the event there is a shortage of
funds required to do the rehabilitation and restoration work, the shortfall
will be assumed equally between the Company and the Société de développement de
la Baie James, pursuant to the agreement entered into in 1993.

11. Long-term debt

|                                                                                                                                                                                                                                                                                          |  |      |        |      |  |  |        | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------ | ---- |  |  | ------ | 
|                                                                                                                                                                                                                                                                                          |  | 2002 |        | 2001
|                                                                                                                                                                                                                                                                                          |  |      |        |     
|                                                                                                                                                                                                                                                                                          |  | $    |        | $   
|Guaranteed Subordinate Debentures, bearing interest at varying rates,
repayable at maturity in 2007 (a)                                                                                                                                                                                   |  |      | 38,000 |      |  |  | 38,000 | 
|Guaranteed Non-Cumulative Redeemable Retractable Preferred Shares
of a subsidiary, with a nominal value of $12,000,000 (a)                                                                                                                                                                |  |      | 10,900 |      |  |  | 10,629 | 
|                                                                                                                                                                                                                                                                                          |  |      |        |      |  |  |        | 
|                                                                                                                                                                                                                                                                                          |  |      | 48,900 |      |  |  | 48,629 | 
|Convertible Subordinated Debentures bearing interest at 7.5% (b)                                                                                                                                                                                                                          |  |      | 4,025  |      |  |  | 4,063  | 
|Convertible Debentures with interest accrued thereon of $385,000
($132,000 in 2001) (c)                                                                                                                                                                                                   |  |      | 3,535  |      |  |  | 3,282  | 
|Credit facility, secured by a first charge on the assets of Meston Resources Inc.
and guaranteed by the Company, bearing interest at the average prime rate
of six Canadian banks plus 1.5%, repayable from November 2002 in quarterly
instalments of $670,000, maturing February 2004(1) |  |      | 2,646  |      |  |  |       | 
|Loan secured by vehicles, no interest, repayable in monthly payments of $1,512
up to November 2005 and $573 thereafter, maturing in December 2006                                                                                                                                         |  |      | 60     |      |  |  |       | 
|                                                                                                                                                                                                                                                                                          |  |      |        |      |  |  |        | 
|                                                                                                                                                                                                                                                                                          |  |      | 59,166 |      |  |  | 55,974 | 
|Current portion                                                                                                                                                                                                                                                                           |  |      | 2,698  |      |  |  |       | 
|                                                                                                                                                                                                                                                                                          |  |      |        |      |  |  |        | 
|                                                                                                                                                                                                                                                                                          |  |      | 56,468 |      |  |  | 55,974 | 
|                                                                                                                                                                                                                                                                                          |  |      |        |      |  |  |        | 



|(1) |  | As part of the credit facility arrangement, 606,061 warrants were issued
and the fair value of the warrants of approximately $258,000 was applied
to the reduction of proceeds received as described in Note 12 e).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|a)  |  | In 1991, a subsidiary of the Company entered into a financing arrangement
(Arrangement) whereby it issued to a group of Canadian financial
institutions $38,000,000 of Guaranteed Subordinate Debentures and Notes
(Debentures) and $12,000,000 of Guaranteed Non-Cumulative Redeemable
Retractable Preferred Shares (Preferred Shares). The Debentures are
unsecured, subordinate to all existing non-trade debt and future senior
debt, and cannot be prepaid. The Preferred Shares are redeemable at any
time at an amount of $240,000 per Preferred Share, rank equally and pari
passu with the common shares for dividends when declared, and are
retractable in 2007.                                                                                                                                                                                       
|   
|    |  | In order to secure the performance and repayment of the Debentures
and Preferred Shares, the Companys subsidiary entered into an Interest
Rate and Currency Exchange Agreement, referred to as a Swap Agreement,
with a major international bank. The Swap Agreement provides for the
conversion of one floating rate interest basis to another and for
differences in the timing of payments so as to match the interest payment
requirements under the Debentures, repayment of the Debentures upon
maturity and retraction of the Preferred Shares. The Companys subsidiary
invested $46,000,000 in restricted deposits with the counterparty to the
Swap Agreement and which have been assigned to secure all payments due under
the Swap Agreement (Note 7). The deposits and Swap Agreement were
irrevocably assigned directly to and accepted by the investors.
|   
|    |  | The Preferred Shares will increase to their nominal value of $12,000,000
over the term of the financing period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|b)  |  | The debentures are unsecured, bear interest at 7.5% payable in arrears on
June 1 and December 1 of each year and mature on July 21, 2004. The
debentures are convertible at the option of the holder into common shares
of the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

86



---



##### 





|   |  | Company at any time prior to maturity at a conversion price of
US$5.00 per common share. The debentures are redeemable for cash at any
time after the fifth anniversary of the date of issue or, at the Companys
option, may be redeemed for common shares on the basis of one common share
for each US$5.00 of debenture principal being redeemed. The right of the
Company to redeem the debentures for cash or common shares is conditional
on the average price of the common shares exceeding US$5.00 during a
period of 20 consecutive days prior to notice of redemption. The Company
may, at its option, repay the debenture at maturity by issuing common
shares of the Company at the conversion price of US$5.00 per common share.                             
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | During 2002, debenture holders did not convert debenture principal into
common shares of the Company (2001 US$25,000), resulting in a balance
outstanding at December 31, 2002 and 2001 of US$2,551,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|c) |  | The debentures are unsecured, bear interest at 8% annually, plus an
additional interest charge calculated as follows: 1% for every $1 million
of unpaid capital multiplied by the net smelter return (NSR), which is
reduced by $40 multiplied by the tonnage of ore produced by the Copper
Rand Mine. This charge will be determined at the end of each year,
beginning with the first repayment of capital. The first interest payment
is due July 1, 2004 and quarterly thereafter. The debentures are
refundable as to 20% of capital on July 1, 2004, as to 40% on July 1, 2005
and as to 40% on July 1, 2006, or are convertible into common shares at a
price of $1.025 per share or up to a maximum of $1.64 based on an increase
in the gold price above US$350.

12. Capital stock



|a) |  | Authorized shares
     Preference shares  unlimited, issuable in series, without par value
     Common shares  unlimited
|-- |  | --------------------------------------------------------------------------------------------------------------------------
|  
|b) |  | Issued and outstanding shares                                                                                             

|                     |                                                                                              |  |                |        |        |  |                |        |        |  |                |        |        |  |        |          |   |  |        |        |   |  |         |         |  
|-------------------- | -------------------------------------------------------------------------------------------- |  | -------------- | ------ | ------ |  | -------------- | ------ | ------ |  | -------------- | ------ | ------ |  | ------ | -------- | - |  | ------ | ------ | - |  | ------- | ------- | -
|                     |                                                                                              |  | 2002           |        | 2001   |  | 2000          
|                     |                                                                                              |  |                |        |        |  |               
|                     |                                                                                              |  | Shares         |        | Amount |  | Shares         |        | Amount |  | Shares         |        | Amount
|                     |                                                                                              |  | (in thousands) |        | $      |  | (in thousands) |        | $      |  | (in thousands) |        | $     
|Common shares        |                                                                                              |  |                |        |        |  |                |        |        |  |                |        |        |  |        |          |   |  |        |        |   |  |         |        
|                     | Balance, beginning
of year                                                                   |  |                | 32,562 |        |  |                | 24,620 |        |  |                | 15,784 |        |  |        | 125,355  |   |  |        | 15,715 |   |  |         | 125,339 |  
|Issued               |                                                                                              |  |                |        |        |  |                |        |        |  |                |        |        |  |        |          |   |  |        |        |   |  |         |        
|                     | Conversion of convertible
debentures                                                         |  |                |       |        |  |                |       |        |  |                | 5      |        |  |        | 37       |   |  |        |       |   |  |         |        |  
|                     | Private placement(1)                                                                         |  |                | 9,897  |        |  |                | 4,276  |        |  |                | 1,163  |        |  |        | 445      |   |  |        |       |   |  |         |        |  
|                     | Shares issued in consideration for the
amendment of the
Net Smelter Return
Royalty Agreement |  |                |       |        |  |                |       |        |  |                | 800    |        |  |        | 432      |   |  |        |       |   |  |         |        |  
|                     | Share consolidation                                                                          |  |                |       |        |  |                |       |        |  |                |       |        |  |        |         |   |  |        | (3     | ) |  |         | (61     | )
|                     | Consideration for business
acquisitions (Note 3)                                             |  |                |       |        |  |                |       |        |  |                | 14,810 |        |  |        | 11,996   |   |  |        |       |   |  |         |        |  
|                     | Reduction in stated capital                                                                  |  |                |       |        |  |                |       |        |  |                |       |        |  |        | (113,645 | ) |  |        |       |   |  |         |        |  
|                     | Acquisition of properties                                                                    |  |                | 350    |        |  |                | 192    |        |  |                |       |        |  |        |         |   |  |        |       |   |  |         |        |  
|                     | Payment of debt                                                                              |  |                | 500    |        |  |                | 360    |        |  |                |       |        |  |        |         |   |  |        |       |   |  |         |        |  
|                     | Shares repurchased                                                                           |  |                | (7     | )      |  |                | (12    | )      |  |                |       |        |  |        |         |   |  |        |       |   |  |         |        |  
|                     | Exercise of warrants
and options                                                             |  |                | 1,176  |        |  |                | 577    |        |  |                |       |        |  |        |         |   |  |        | 72     |   |  |         | 77      |  
|                     |                                                                                              |  |                |        |        |  |                |        |        |  |                |        |        |  |        |          |   |  |        |        |   |  |         |        
|Balance, end of year |                                                                                              |  | 44,478         |        |        |  | 30,013         |        |        |  | 32,562         |        |        |  | 24,620 |          |   |  | 15,784 |        |   |  | 125,355 |        
|                     |                                                                                              |  |                |        |        |  |                |        |        |  |                |        |        |  |        |          |   |  |        |        |   |  |         |        



|(1) |  | During the year ended December 31, 2002, the Company issued 9,897,000
common shares for net proceeds of $4,276,000, after deduction of the fees
and costs of $581,000 related to this issuance and the fair value assigned
to the 5,542,564 warrants issued as part of the private placement of
$1,081,000 (Note 12 e)).
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

87



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##### 





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|

|                                        |  |        |       |       |  |          |      |       |  |        |       |          |  |  |       |  |  |          |      |   |  |  |      | 
|--------------------------------------- |  | ------ | ----- | ----- |  | -------- | ---- | ----- |  | ------ | ----- | -------- |  |  | ----- |  |  | -------- | ---- | - |  |  | ---- | 
|                                        |  | 2002   |       | 2001  |  | 2000    
|                                        |  |        |       |       |  |         
|                                        |  |        |       |       |  | Weighted |      |       |  |        |       | Weighted |  |  |       |  |  | Weighted
|                                        |  |        |       |       |  | average  |      |       |  |        |       | average  |  |  |       |  |  | average 
|                                        |  |        |       |       |  | exercise |      |       |  |        |       | exercise |  |  |       |  |  | exercise
|                                        |  | Shares |       | price |  | Shares   |      | price |  | Shares |       | price   
|                                        |  |        |       |       |  |          |      |       |  |        |       |         
|(in thousands except per share amounts) |  |        |       | $     |  |          |      | $     |  |        |       | $       
|Outstanding,
beginning of year          |  |        | 1,499 |       |  |          | 1.00 |       |  |        | 408   |          |  |  | 8.65  |  |  |          | 673  |   |  |  | 9.10 | 
|Granted                                 |  |        | 690   |       |  |          | 0.67 |       |  |        | 1,329 |          |  |  | 0.54  |  |  |          | 15   |   |  |  | 3.70 | 
|Expired and cancelled                   |  |        | (8    | )     |  |          | 9.10 |       |  |        | (238  | )        |  |  | 11.60 |  |  |          | (280 | ) |  |  | 9.47 | 
|Outstanding, end of year                |  |        | 2,181 |       |  |          | 0.86 |       |  |        | 1,499 |          |  |  | 1.00  |  |  |          | 408  |   |  |  | 8.65 | 
|                                        |  |        |       |       |  |          |      |       |  |        |       |         

The following summarizes information about stock options outstanding at
December 31, 2002:

Options outstanding

|                                        |  |             |       |             |  |           |  |          |      |   |  | 
|--------------------------------------- |  | ----------- | ----- | ----------- |  | --------- |  | -------- | ---- | - |  | 
|                                        |  |             |       |             |  | Weighted  |  |          |      |  
|                                        |  |             |       |             |  | average   |  | Weighted
|                                        |  |             |       |             |  | remaining |  | average 
|                                        |  | Number      |       | contractual |  | exercise 
|Range of exercise price                 |  | outstanding |       | life        |  | price    
|                                        |  |             |       |             |  |          
|(in thousands except per share amounts) |  |             |       |             |  |           |  |          |      | $
|$                                       |  |             |       |             |  |           |  |          |      |   |  | 
|0.51
 0.67                             |  |             | 2,019 |             |  | 3.8 years |  |          | 0.59 |  
|3.70
 4.40                             |  |             | 162   |             |  | 1.0 years |  |          | 4.31 |  
|                                        |  |             |       |             |  |           |  |          |      |  
|                                        |  |             | 2,181 |             |  | 3.6 years |  |          | 0.86 |  
|                                        |  |             |       |             |  |           |  |          |      |  

88



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##### 





|d) |  | The Company does not recognize compensation expense for stock options
granted to employees. The table below presents pro forma net loss and net
loss per share as if stock options granted to employees had been accounted
for based on the fair value method.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                         |  |      |       | 
|---------------------------------------- |  | ---- | ----- | 
|                                         |  | 2002
|                                         |  |     
|(in thousands except per share amounts)  |  | $   
|Net loss as reported                     |  |      | 5,137 | 
|Estimated
stock-based compensation costs |  |      | 262   | 
|Pro formanet loss                        |  |      | 5,399 | 
|                                         |  |      |       | 
|Pro formanet loss per share              |  |      | 0.13  | 
|                                         |  |      |       | 

The fair value of the options granted was estimated at the date of grant using
the Black-Scholes option pricing model with the following assumptions:
risk-free interest rate of 4.11%, expected dividend yield of nil, expected
volatility of 97% and an expected option life of five years. The
weighted-average fair value of the options granted during the year ended
December 31, 2002 is $0.38 per share. The Black-Scholes model, used by the
Company to calculate option values, was developed to estimate fair value of
freely tradable, fully transferable options without vesting restrictions. This
model also requires four highly subjective assumptions, including future stock
price volatility and expected time until exercise, which greatly affect the
calculated values.



|e) |  | Warrants and options
|-- |  | --------------------



| | i) |  | Issued during the year ended December 31, 2002                                                                                                                                                                                                                                                                          
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |    |  | The Company recorded the fair value of the warrants issued as of the
date of issuance using the Black-Scholes pricing model with the
following assumptions: risk-free interest rate of 3.80% to 4.06%,
expected dividend yield of nil, expected volatility ranging from 94%
to 97% and an expected life of 1 to 3 years.



| |  |  | As part of the private placement referred to in
Note 12 b), 5,542,564 share purchase warrants have been issued.
Each warrant entitles the holder to purchase one common share
of the Company at $0.80 per share until May 15, 2003. The fair
value of the warrants as of the date of issuance was estimated
at $1,081,000 and recorded in reduction of the net proceeds of
issuance of capital stock.                  
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | In regard to the credit facility obtained, 606,061
share purchase warrants have been issued. Each warrant entitles
the holder to purchase one common share of the Company at $0.66
per share until February 28, 2005. The fair value of the
warrants as at the date of issuance was estimated at $258,000
and applied to the reduction of the amount received under the
credit facility presented under long-term debt.



| | ii) |  | Issued in prior years
| | --- |  | ---------------------



| |  |  | In consideration for the financial support received
by one subsidiary from Société de développement de la Baie
James in past years, the Company has committed to issue 153,310
warrants. Each warrant entitles the holder to purchase one
common share of the Company at $1.435 per share until March 8,
2003.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | In regard to the financing of the Copper Rand mine
development, Investissement Québec carries a                                                                                                                                                                                                               

89



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##### 





| |   |  | five-year option
entitling it to subscribe to a maximum of 25,000 shares of CCR
at $100 per share. Upon issuance of these shares by CCR, the
shares will be automatically exchanged for common shares of the
Company at $1.025 per share.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Options to purchase 86,000 common shares of the
Company at $0.52 until December 31, 2003 were granted in
consideration of services to be rendered to the Company.                                                                        

13. Interest expense on long-term debt

|                                                 |  |      |        |      |  |            |        |   |  |  |        |  
|------------------------------------------------ |  | ---- | ------ | ---- |  | ---------- | ------ | - |  |  | ------ | -
|                                                 |  | 2002 |        | 2001 |  | 2000      
|                                                 |  |      |        |      |  |           
|                                                 |  | $    |        | $    |  | $         
|                                                 |  |      |        |      |  | (restated)
|Credit facility                                  |  |      | 83     |      |  |            |       |   |  |  |       |  
|Guaranteed Subordinate Debentures                |  |      | 2,005  |      |  |            | 2,819  |   |  |  | 2,970  |  
|Convertible Debentures                           |  |      | 585    |      |  |            | 461    |   |  |  | 318    |  
|                                                 |  |      |        |      |  |            |        |   |  |  |        |  
|                                                 |  |      | 2,673  |      |  |            | 3,280  |   |  |  | 3,288  |  
|Interest revenue on restricted deposits (Note 7) |  |      | (2,005 | )    |  |            | (2,819 | ) |  |  | (2,970 | )
|                                                 |  |      |        |      |  |            |        |   |  |  |        |  
|                                                 |  |      | 668    |      |  |            | 461    |   |  |  | 318    |  
|                                                 |  |      |        |      |  |            |        |   |  |  |        |  

14. Gain on sale of subsidiaries

During the year the Company sold two subsidiaries and recorded a gain of
$777,000 as detailed below:



|a) |  | On January 31, 2002, the Company sold Oro De Sotula S.A. de C.V. (Oro),
a wholly-owned subsidiary, to Queenstake Resources Ltd. (Queenstake) for
a maximum price of US$2,000,000, payable as follows:
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | i)  |  | US$1,000,000 promissory note maturing January 31, 2005, if the
actual liabilities, incurred by Queenstake with respect to
outstanding litigation commenced in 1996 between Oro and the Mexican
tax authorities (the tax case) and reclamation costs of properties
owned by Oro (the reclamation), do not exceed US$2,000,000. The
amount of the promissory note issued will be reduced to nil if the
actual combined liabilities incurred by Queenstake exceed US$3,207,000 and is
subject to reduction in accordance with a formula agreed by the
parties.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | ii) |  | Up to a maximum of US$1,000,000 secured by promissory notes
expiring on December 31, 2005 as described below:                                                                                                                                                                                                                                                                                                                                                                                                                                                  



| |  |  | US$150,000 note, paid by Queenstake through
issuance of 978,500 shares in 2002 since the price of gold
reached US$315 per ounce.                                                        
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | US$250,000 note, paid by Queenstake through
issuance of 1,194,531 shares in the first quarter of 2003 since
the price of gold reached US$330 per ounce during the first
quarter of 2003.
|
| |  |  | US$600,000 note receivable on the tenth business
day following the day on which the price of gold is at least
US$350 per ounce.                                                         



| |  |  | The price of gold to be used is the average of the London PM fix
over a 120-day calendar period. These notes are receivable on the
tenth business day following the day the average price is reached.                                                                                                                                                                                                                                                                                                                                                           
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | The Company will retain an interest providing for a net smelter
return royalty of 1% to be paid on all production by Queenstake from
the mining concessions and exploration properties which are owned by
Oro at the time of closing. Furthermore, in the event of any sale,
option or similar agreement occurring with a third party before
December 31, 2005, relating to the Oro shares, the mine or mining
concessions and exploration properties which were owned by Oro, the
Company will receive 33 1/3% of the total consideration under such
agreement.

90



---



##### 





| |  |  | A loss of $34,000 was recorded upon the sale of the interest in Oro,
taking into account the promissory note of US$150,000 paid during
the year. The US$250,000 note paid subsequent to year-end was not
considered in the determination of the loss, since accounting
conditions had not been met.
| |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|b) |  | On November 19, 2002, the Company sold Recursos Escondidos, S.A. de C.V.
(Recursos), a wholly-owned subsidiary, for a consideration of 50,000
common shares of International Coromandel Resources Ltd. and the
assumption of all environmental liabilities relating to the mining
concession. A gain of $811,000 was recorded upon the sale of Recursos.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

15.     Income and mining taxes



|a) |  | Effective tax rate                                                                                                                                                                                                                             
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | The income tax recovery varies from the amounts that would be computed by
applying the combined Canadian federal and provincial statutory tax rates
of approximately 35.3% (2001  37.3% and 2000  39.3%) to earnings
before taxes as follows:

|                                                              |  |      |        |      |  |            |        |   |  |  |         |  
|------------------------------------------------------------- |  | ---- | ------ | ---- |  | ---------- | ------ | - |  |  | ------- | -
|                                                              |  | 2002 |        | 2001 |  | 2000      
|                                                              |  |      |        |      |  |           
|                                                              |  | $    |        | $    |  | $         
|                                                              |  |      |        |      |  | (restated)
|Expected income tax recovery using statutory income tax rates |  |      | 1,774  |      |  |            | 1,652  |   |  |  | 16,810  |  
|Resource allowance                                            |  |      | (142   | )    |  |            | (159   | ) |  |  | (712    | )
|Mining tax recovery                                           |  |      |       |      |  |            |       |   |  |  | 1,032   |  
|Valuation allowance                                           |  |      | (1,694 | )    |  |            | (1,474 | ) |  |  | (15,227 | )
|Other                                                         |  |      |       |      |  |            | 54     |   |  |  | (1,003  | )
|                                                              |  |      |        |      |  |            |        |   |  |  |         |  
|Income and mining tax (expense) recovery                      |  |      | (62    | )    |  |            | 73     |   |  |  | 900     |  
|                                                              |  |      |        |      |  |            |        |   |  |  |         |  



|b) |  | Future income taxes
|-- |  | -------------------

At December 31, future income taxes are as follows:

|                                           |                                 |  |         |        |      |  |         |        | 
|------------------------------------------ | ------------------------------- |  | ------- | ------ | ---- |  | ------- | ------ | 
|                                           |                                 |  | 2002    |        | 2001
|                                           |                                 |  |         |        |     
|                                           |                                 |  | $       |        | $   
|Current future income tax assets:          |                                 |  |         |        |      |  |         |       
|                                           | Inventories of ore and supplies |  |         | 168    |      |  |         |       | 
|                                           | Other                           |  |         | 15     |      |  |         |       | 
|                                           |                                 |  |         |        |      |  |         |       
|                                           |                                 |  | 183     |        |      |  |        |       
|                                           |                                 |  |         |        |      |  |         |       
|Non-current future income tax assets:      |                                 |  |         |        |      |  |         |       
|                                           | Mining interests                |  |         | 24,835 |      |  |         | 34,910 | 
|                                           | Operating loss carry forwards   |  |         | 6,771  |      |  |         | 5,570  | 
|                                           | Capital loss carry forwards     |  |         | 11,340 |      |  |         | 8,633  | 
|                                           | Deferred royalty                |  |         | 10,556 |      |  |         | 5,042  | 
|                                           | Other                           |  |         | 2,484  |      |  |         | 2,755  | 
|                                           |                                 |  |         |        |      |  |         |       
|                                           |                                 |  | 55,986  |        |      |  | 56,910  |       
|                                           |                                 |  |         |        |      |  |         |       
|                                           |                                 |  | 56,169  |        |      |  | 56,910  |       
|Valuation allowance                        |                                 |  | (53,819 | )      |      |  | (53,535 | )     
|                                           |                                 |  |         |        |      |  |         |       
|Future income tax assets                   |                                 |  | 2,350   |        |      |  | 3,375   |       
|                                           |                                 |  |         |        |      |  |         |       
|Current future income tax liabilities:     |                                 |  |         |        |      |  |         |       
|                                           | Inventories                     |  |         |       |      |  |         | 141    | 
|Non-current future income tax liabilities: |                                 |  |         |        |      |  |         |       
|                                           | Other                           |  |         | 2,350  |      |  |         | 3,234  | 
|                                           |                                 |  |         |        |      |  |         |       
|Future income tax liabilities              |                                 |  | 2,350   |        |      |  | 3,375   |       
|                                           |                                 |  |         |        |      |  |         |       
|Net future income taxes                    |                                 |  |        |        |      |  |        |       
|                                           |                                 |  |         |        |      |  |         |       

91



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##### 





|c) |  | Loss carry forwards                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | At December 31, 2002, the Company and its subsidiaries had operating
losses for income tax purposes in Canada approximating $20,400,000, which
are available to reduce taxable income in future years and which expire to
the year 2009. In addition, the Company and its subsidiaries had capital
losses for income tax purposes in Canada of approximately $68,400,000,
which can be applied against future taxable capital gains.

16. Changes in non-cash working capital

|                                             |  |      |        |      |  |      |       |   |  |  |       | 
|-------------------------------------------- |  | ---- | ------ | ---- |  | ---- | ----- | - |  |  | ----- | 
|                                             |  | 2002 |        | 2001 |  | 2000
|                                             |  |      |        |      |  |     
|                                             |  | $    |        | $    |  | $   
|Short-term investments                       |  |      |       |      |  |      | (11   | ) |  |  |      | 
|Receivables and settlements receivable       |  |      | (5,531 | )    |  |      | 1,259 |   |  |  | 315   | 
|Inventories of ore and supplies and prepaids |  |      | (338   | )    |  |      | 665   |   |  |  | 224   | 
|Accounts payable and accrued liabilities     |  |      | 3,504  |      |  |      | 1,299 |   |  |  | 1,678 | 
|                                             |  |      |        |      |  |      |       |   |  |  |       | 
|                                             |  |      | (2,365 | )    |  |      | 3,212 |   |  |  | 2,217 | 
|                                             |  |      |        |      |  |      |       |   |  |  |       | 

17. Commitments and contingencies



|a) |  | The Company has committed to pay royalties calculated on the net smelter
return at various rates or based on the tonnage of ore processed at the
mills. These agreements are also subject to repurchase rights at various
prices.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b) |  | On June 30, 2001, the Company amended the Net Smelter Return Royalty
Agreement on the production of the Joe Mann Mine in consideration for the
issuance of 800,000 common shares of the Company for a value of $432,000.
The royalty was reduced to a graduated net smelter return royalty
increasing from 1.5% at a gold price of US$325 per ounce to 2.0% at a gold
price of US$375 per ounce. After a cumulative royalty payment of $500,000,
a royalty of 1% will be paid only if the gold price is US$350 or above.                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|c) |  | As the promoter and operator of the Copper Rand Mine (CCR), a
subsidiary of the Company guaranteed the repayment of the $22 million loan
facility provided by Investissement Québec to CCR. At December 31, 2002,
the loan to CCR amounted to $11,238,796.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|d) |  | The Companys current and proposed mining and exploration activities are
subject to various 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 its employees, the general public and the environment
and, to the best of its knowledge, believes its operations are in
compliance with all applicable laws and regulations, in all material
respects. The Company has made, and expects to make, submissions and
expenditures in the future to comply with such laws and regulations.
Where estimated reclamation and closure costs are reasonably determinable,
the Company has recorded a provision for environmental liabilities based
on managements estimate of these costs. Such estimates are subject to
adjustment based on changes in laws and regulations and as new information
becomes available.
|  
|e) |  | Under the financing arrangement referred to in Note 11 a), mineral
development expenditures which were renounced to the investors as part of
the Arrangement were based, in part, on independent valuations of certain
related mineral properties. Canada Customs and Revenue Agency (CCRA) has
challenged certain of those valuations, and disallowed certain of the
renounced flow-through deductions to certain of the investors. The Company
may be contingently liable for certain losses or damages to investors, if
any, that may result if CCRA is ultimately successful in its challenges.
No provision for any such losses had been recorded at year-end.                                                                                                                                                                                                                                                                                                              

18. Pension plan

The Company and its subsidiaries maintain primarily final pay defined benefit
pension plans for most of their employees.



|a) |  | The net expense (credit) recognized for the years is as follows:
|-- |  | ----------------------------------------------------------------

|                                   |                                |  |      |      |      |  |  |        |  
|---------------------------------- | ------------------------------ |  | ---- | ---- | ---- |  |  | ------ | -
|                                   |                                |  | 2002 |      | 2001
|                                   |                                |  |      |      |     
|                                   |                                |  | $    |      | $   
|Net benefit plan expense (credit): |                                |  |      |      |      |  |  |       
|                                   | Current service cost           |  |      | 58   |      |  |  | 43     |  
|                                   | Expected return on plan assets |  |      | (909 | )    |  |  | (1,024 | )
|                                   | Interest cost                  |  |      | 809  |      |  |  | 816    |  
|                                   | Actuarial loss amortization    |  |      | 38   |      |  |  |       |  
|                                   |                                |  |      |      |      |  |  |       
|                                   | Net credit                     |  |      | (4   | )    |  |  | (165   | )
|                                   |                                |  |      |      |      |  |  |       

92



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##### 





|b) |  | Information about the Companys defined benefit plans, in aggregate, is as
follows:
|-- |  | -----------------------------------------------------------------------------------

|                            |                                               |  |      |        |      |  |  |        |  
|--------------------------- | --------------------------------------------- |  | ---- | ------ | ---- |  |  | ------ | -
|                            |                                               |  | 2002 |        | 2001
|                            |                                               |  |      |        |     
|                            |                                               |  | $    |        | $   
|Accrued benefit obligation: |                                               |  |      |        |      |  |  |       
|                            | Balance, beginning of year                    |  |      | 12,437 |      |  |  | 3,348  |  
|                            | Obligation related to the acquisition of MSV  |  |      |       |      |  |  | 9,213  |  
|                            | Service cost                                  |  |      | 68     |      |  |  | 57     |  
|                            | Benefit paid                                  |  |      | (968   | )    |  |  | (997   | )
|                            | Interest cost                                 |  |      | 809    |      |  |  | 816    |  
|                            | Actuarial loss                                |  |      | 746    |      |  |  |       |  
|                            |                                               |  |      |        |      |  |  |       
|                            | Balance, end of year                          |  |      | 13,092 |      |  |  | 12,437 |  
|                            |                                               |  |      |        |      |  |  |       
|Plan assets:                |                                               |  |      |        |      |  |  |       
|                            | Fair value, beginning of year                 |  |      | 12,352 |      |  |  | 3,965  |  
|                            | Plan assets related to the acquisition of MSV |  |      |       |      |  |  | 9,663  |  
|                            | Contributions                                 |  |      | 32     |      |  |  | 73     |  
|                            | Benefits paid                                 |  |      | (968   | )    |  |  | (997   | )
|                            | Actual return on plan assets                  |  |      | (849   | )    |  |  | (352   | )
|                            |                                               |  |      |        |      |  |  |       
|                            | Fair value, end of year                       |  |      | 10,567 |      |  |  | 12,352 |  
|                            |                                               |  |      |        |      |  |  |       
|Funded status:              |                                               |  |      |        |      |  |  |       
|                            | Plan deficit                                  |  |      | (2,525 | )    |  |  | (85    | )
|                            | Unrecognized actuarial loss                   |  |      | 4,257  |      |  |  | 1,792  |  
|                            |                                               |  |      |        |      |  |  |       
|                            | Accrued benefit asset                         |  |      | 1,732  |      |  |  | 1,707  |  
|                            |                                               |  |      |        |      |  |  |       



|c) |  | The significant actuarial assumptions used in measuring the Companys
expenses and accrued benefit obligation are as follows:
|-- |  | -----------------------------------------------------------------------------------------------------------------------------

|                               |  |      |               |      |  |  |               | 
|------------------------------ |  | ---- | ------------- | ---- |  |  | ------------- | 
|                               |  | 2002 |               | 2001
|                               |  |      |               |     
|                               |  | %    |               | %   
|Discount rate                  |  |      | 6.25          |      |  |  | 6.75          | 
|Expected return on plan assets |  |      | 7.50 and 8.00 |      |  |  | 7.50 and 8.00
|Rate of compensation increase  |  |      | 4.00          |      |  |  | 4.00          | 



|d) |  | The following information pertains to the underfunded plans at year-end:
|-- |  | ------------------------------------------------------------------------

|                           |  |      |        |      |  |  |       |  
|-------------------------- |  | ---- | ------ | ---- |  |  | ----- | -
|                           |  | 2002 |        | 2001
|                           |  |      |        |     
|                           |  | $    |        | $   
|Accrued benefit obligation |  |      | 13,092 |      |  |  | 9,170 |  
|Fair value of plan assets  |  |      | 10,567 |      |  |  | 8,665 |  
|                           |  |      |        |      |  |  |       |  
|Funding deficit            |  |      | (2,525 | )    |  |  | (505  | )
|                           |  |      |        |      |  |  |       |  

19. Segmented information

The Companys operations consist principally of the exploration, development,
mining and processing of precious and base metals. The following is a summary
of the Companys revenue by geographic area:

|       |  |      |        |      |  |      |   |  |  |  |        | 
|------ |  | ---- | ------ | ---- |  | ---- | - |  |  |  | ------ | 
|       |  | 2002 |        | 2001 |  | 2000
|       |  |      |        |      |  |     
|       |  | $    |        | $    |  | $   
|Canada |  |      | 14,691 |      |  |      |  |  |  |  | 11,042 | 
|Mexico |  |      |       |      |  |      |  |  |  |  | 4,640  | 
|       |  |      |        |      |  |      |   |  |  |  |        | 
|       |  |      | 14,691 |      |  |      |  |  |  |  | 15,682 | 
|       |  |      |        |      |  |      |   |  |  |  |        | 

Mining operations ceased in November 2000 and resumed in Canada in February
2002. The Mexican operations were suspended in 2000 and sold in January 2002.

Revenue is attributed to countries based on the source of the production.

93



---



##### 



20. Financial instruments

Fair value

At December 31, 2002, the fair value of the Companys convertible debentures
was estimated to be $3,539,000 (2001  $3,342,000) based on financial models
compared to the carrying amount of $7,559,000 (2001  $7,345,000). The
carrying amount of cash, short-term investments, receivables, accounts payable,
accrued liabilities and other liabilities in the consolidated balance sheets
approximates fair value based on their short-term maturities and or quotes
received.

Credit risk

The Company is exposed to credit-related losses in the event of non-performance
by counterparties to financial instruments but does not expect any
counterparties to fail to meet their obligations. The Company deals with only
highly-rated counterparties, normally major financial institutions including
banks. The credit risk exposure of derivative instruments is represented by the
fair value of contracts with a positive fair value at the reporting date. The
credit risk represents the maximum amount that would be at risk if the
counterparties failed completely to perform under the contracts.

21. Differences between Canadian and United States generally accepted
accounting principles (GAAP)

The material differences between Canadian GAAP and United States GAAP affecting
the Companys consolidated financial statements are detailed as follows:

|                                                  |                                                |                                                                      |       |        |        |            |       |            |      |   |       |         |        |  
|------------------------------------------------- | ---------------------------------------------- | -------------------------------------------------------------------- | ----- | ------ | ------ | ---------- | ----- | ---------- | ---- | - | ----- | ------- | ------ | -
|                                                  |                                                |                                                                      |       | 2002   |        | 2001       |       | 2000      
|                                                  |                                                |                                                                      |       |        |        |            |       |           
|                                                  |                                                |                                                                      |       | $      |        | $          |       | $         
|                                                  |                                                |                                                                      |       |        |        | (restated) |       | (restated)
|Reconciliation of net loss                        |                                                |                                                                      |       |        |        |            |       |            |      |   |       |        
|                                                  | Net loss  Canadian GAAP                       |                                                                      |       | (5,137 | )      |            |       | (4,355     | )    |   |       | (41,875 | )     
|                                                  | Adjustments:                                   |                                                                      |       |        |        |            |       |            |      |   |       |         |       
|                                                  |                                                | Write-down and depreciation and amortization of
mining interests (a) |       |        | 377    |            |       |            |     |   |       |         | (1,957 | )
|                                                  |                                                | Exploration expenses (b)                                             |       |        | (2,427 | )          |       |            | (530 | ) |       |         |       |  
|                                                  |                                                | Future income taxes (c)                                              |       |        |       |            |       |            |     |   |       |         | (1,032 | )
|                                                  |                                                | Derivative instruments (d)                                           |       |        | 624    |            |       |            | (584 | ) |       |         |       |  
|                                                  | Net loss  United States GAAP                  |                                                                      |       | (6,563 | )      |            |       | (5,469     | )    |   |       | (44,864 | )     
|                                                  | Minimum liability of defined benefit plans (e) |                                                                      |       | (1,922 | )      |            |       | (1,640     | )    |   |       |        |       
|                                                  | Foreign currency translation                   |                                                                      |       | (1,337 | )      |            |       | 79         |      |   |       | 665     |       
|                                                  |                                                |                                                                      |       |        |        |            |       |            |      |   |       |        
|                                                  | Comprehensive loss  United States GAAP        |                                                                      |       | (9,822 | )      |            |       | (7,030     | )    |   |       | (44,199 | )     
|                                                  |                                                |                                                                      |       |        |        |            |       |            |      |   |       |        
|Basic and fully diluted loss  United States GAAP |                                                |                                                                      | (0.16 | )      |        |            | (0.23 | )          |      |   | (2.85 | )      
|                                                  |                                                |                                                                      |       |        |        |            |       |            |      |   |       |        

|                                          |                                      |                                                                      |        |      |        |            |        |            |        |   |        |  |        |  
|----------------------------------------- | ------------------------------------ | -------------------------------------------------------------------- | ------ | ---- | ------ | ---------- | ------ | ---------- | ------ | - | ------ |  | ------ | -
|                                          |                                      |                                                                      |        | 2002 |        | 2001       |        | 2000      
|                                          |                                      |                                                                      |        |      |        |            |        |           
|                                          |                                      |                                                                      |        | $    |        | $          |        | $         
|                                          |                                      |                                                                      |        |      |        | (restated) |        | (restated)
|Reconciliation of shareholders equity    |                                      |                                                                      |        |      |        |            |        |            |        |   |        | 
|                                          | Shareholders equity  Canadian GAAP |                                                                      | 22,360 |      |        |            | 22,102 |            |        |   | 13,468 | 
|                                          | Adjustments:                         |                                                                      |        |      |        |            |        |            |        |   |        |  |       
|                                          |                                      | Write-down and depreciation and amortization of
mining interests (a) |        |      | (1,580 | )          |        |            | (1,957 | ) |        |  | (1,957 | )
|                                          |                                      | Exploration expenses (b)                                             |        |      | (2,957 | )          |        |            | (530   | ) |        |  |       |  
|                                          |                                      | Derivative instruments (d)                                           |        |      | 40     |            |        |            | (584   | ) |        |  |       |  
|                                          |                                      | Minimum liability of defined benefit plans (e)                       |        |      | (3,562 | )          |        |            | (1,640 | ) |        |  |       |  
|                                          |                                      | Capital stock (g)                                                    |        |      | (1,481 | )          |        |            | (1,481 | ) |        |  |       |  
|                                          |                                      | Warrants of the entity subject to significant influence (h)          |        |      | 485    |            |        |            | 485    |   |        |  |       |  
|                                          |                                      |                                                                      |        |      |        |            |        |            |        |   |        | 
|Shareholders equity  United States GAAP |                                      |                                                                      | 13,305 |      |        |            | 16,395 |            |        |   | 11,511 | 
|                                          |                                      |                                                                      |        |      |        |            |        |            |        |   |        | 

94



---



##### 





|a) |  | Write-down and depreciation and amortization of mining interests                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | Under Canadian GAAP, mining interests should be written down to the net
recoverable amount if this is less
than the carrying amount, whereas under United States GAAP, if the future
undiscounted net cash flows are less than the carrying amount, the capital
asset should be written down to its fair value. Accordingly, the
difference between the carrying amount of mining interests in Canadian
GAAP and United States GAAP results in an additional depreciation and
amortization charge of $377,000 in accordance with Canadian GAAP.                                                                                                                                                                                                                                                                                                                                        
|  
|b) |  | Exploration expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|   |  | Under Canadian GAAP, exploration expenses may be deferred until such time
as the exploration and development work is either effectively abandoned
and related costs are written off or an operating mine is established
following which accumulated costs are amortized to earnings. Under United
States GAAP and under Securities and Exchange Commission guidelines, all
exploration expenses incurred prior to the determination of the existence
of a commercially minable deposit and the completion of a feasibility
study should be recorded as expenses as they are incurred.                                                                                                                                                                                                                                                                                                  
|  
|c) |  | Future income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|   |  | Prior to the year 2000, under Canadian GAAP, income and mining taxes could
be accounted for under the deferral method. Under United States GAAP, the
asset and liability method is used, whereby future tax assets and
liabilities are recognized for the future taxes attributable to
differences between book value and the tax basis of the Companys assets
and liabilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|d) |  | Derivative instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   |  | In 2001, the Company signed an amendment to the existing collective
agreement under which the employees agreed to salary reductions or
increases based on the price of gold during the term of the agreement.
Furthermore, the debentures detailed in Note 11 c) include embedded
derivatives such as additional interest charge calculated on the net
smelter return and the tonnage of ore produced by the Copper Rand Mine and
a conversion option into common shares at variable prices based on an
increase in the gold price above US$350 per ounce. Under Canadian GAAP, no
value was assigned to these embedded derivatives. Under United States GAAP
(SFAS 133), the related derivatives are evaluated at their fair value as
at each balance sheet date and the resulting difference between the fair
value as at December 31, 2001 and 2002 is recorded in current earnings.
|  
|e) |  | Minimum liability of defined benefit plans                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|   |  | The provisions of Statement of Financial Accounting Standards No. 87,
Employers Accounting for Pensions, requires companies with any plans
that have an unfunded accumulated benefit obligation to recognize an
additional minimum pension liability, and in certain circumstances, a
reduction of accumulated other comprehensive income. Therefore, in
accordance with United States GAAP, the consolidated balance sheets at
December 31, 2002 and 2001 would include an additional minimum pension
liability of $3,562,000 and $1,640,000, respectively, and an equivalent
reduction of accumulated other comprehensive income.                                                                                                                                                                                                                                                  
|  
|f) |  | Comprehensive income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|   |  | United States accounting standards for reporting comprehensive income are
set forth in SFAS No. 130. Comprehensive income represents the change in
equity during a reporting period from transactions and other events and
circumstances from non-owner sources. Components of comprehensive income
include items such as net earnings (loss), minimum pension liability
adjustments and certain foreign currency translation gains and losses.
Fiscal 2001 comprehensive loss and shareholders equity were restated to
include the additional minimum liability of deferred benefit plans of
$1,640,000.                                                                                                                                                                                                                                                                             

95



---



##### 





|g) |  | Capital stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | Before July 1, 2001, under Canadian GAAP, the value assigned to the common
shares issued in consideration of the business acquisitions referred to in
Note 3 was based on the average trading price of the shares over a
reasonable period before and after the closing date of the merger (June
30, 2001). Under United States GAAP, the value assigned to the common
shares is based upon the average trading price of the shares over a
reasonable period before and after the date the terms of the business
combinations are agreed to and announced (April 25, 2001).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|h) |  | Warrants of the entity subject to significant influence                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   |  | Under Canadian GAAP, no value would be recognized for the warrants issued
by CCR, the entity subject to significant influence, for which the Company
has granted an automatic conversion feature into common shares of the
Company. Under United States GAAP, the fair value of the conversion
feature is recognized in shareholders equity and recorded as an
additional cost to the investment in CCR. The adjustment of $485,000
represents the fair value of the conversion feature.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|i) |  | Elimination of deficit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|   |  | Canadian GAAP permits the reduction of the stated capital of outstanding
common shares with a corresponding offset to deficit. This
reclassification, which the Company made in 2001, is not permitted under
United States GAAP and would result in an increase of $113,645,000 in both
capital stock and deficit in 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|j) |  | Change in accounting policies under United States GAAP                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|   |  | On January 1, 2001, the Company implemented FASB Statement No. 133 (SFAS
133), Accounting for Derivative Instruments and Hedging
Activities,
and no transition adjustment resulted from the adoption of SFAS 133.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   |  | In August 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, that established a single
accounting model, based on the framework of SFAS No. 121 (Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of), for long-lived assets to be disposed of by sale. The
Company adopted SFAS No. 144 in 2002, and no adjustment resulted from its
adoption.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|k) |  | Future accounting changes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|   |  | In August 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligations that established standards for recognition and
measurement of a liability for an asset retirement obligation and the
associated asset retirement cost. The statement provides for an initial
recognition of the fair value of a liability for an asset retirement
obligation in the period in which it is incurred when a reasonable
estimate of fair value can be made. The asset retirement obligation is
recorded as a liability with a corresponding increase to the carrying
amount of the related long-lived asset. Subsequently, the asset retirement
cost is allocated to expense using a systematic and rational allocation
method and is adjusted to reflect period-to-period changes in the
liability resulting from passage of time and revisions to either timing or
the amount of the original estimate of undiscounted cash flows. The
statement is effective for fiscal years beginning after June 15, 2002 and
the Company has not yet determined the effect of the adoption.     
|  
|   |  | On June 28, 2002, the FASB approved SFAS 146, Accounting for Exit or
Disposal Activities. SFAS 146 addresses the recognition, measurement and
reporting of costs that are associated with exit and disposal activities,
including restructuring activities. SFAS 146 requires that the initial
measurement of a liability for costs associated with disposal activities
should be recorded at fair value. In periods subsequent to initial
measurement, changes to the liability should be measured using the
credit-adjusted risk-free rate that was used to measure the liability
initially. The cumulative effect of a change resulting from a revision to
either the timing or the amount of estimated cash flows should be
recognized as an adjustment to the liability in the period of the change
and reported in the same line item(s) in the statement of operations used
when the related costs were recognized initially. Changes due to the
passage of time should be recognized as an increase in the carrying amount
of the liability and as an expense (for example, accretion

96



---



##### 





| |  | expense). The
provisions of the statement will be effective for disposal activities
initiated after December 31, 2002, with early application encouraged. The
impact of adopting SFAS 146 is not expected to be material.                                                                                                                                                                                                                                                                                                     
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | FASB issued Financial Interpretation No. 45, Guarantors Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness to Others (FIN 45). The Company will adopt the provisions
of FIN 45 related to the recognition of guarantees as liabilities on
January 1, 2003. FIN 45 requires companies to recognize liabilities of
certain guarantees at fair values. The Company does not expect this
interpretation to have a material impact on its consolidated financial
statements.
|
| |  | In January 2003, the FASB issued Interpretation No. 46 Consolidation of
Variable Interest Entities. This standard will require that certain
entities (referred to as variable interest entities) will have to be
consolidated in the future. The Company does not believe it will be
affected by this pronouncement because it has no variable interest
entities.                                                                                                                                                         

22. Comparative figures

Certain comparative figures have been reclassified to conform to the current
financial statement presentation.

Item 18. Financial Statements

The Corporation has elected to comply with the financial statement
requirement of Item 17 rather than this Item.

Item 19. Exhibits

Exhibit Table and Index to Exhibits



| |                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A) refers to documents previously filed as an exhibit to Campbells Annual
Report on Form 10-K for the year ended December 31, 1987 and incorporated
herein by reference.
|
| | (B) refers to documents previously filed as an exhibit to Campbells Annual
Report on Form 10-K for the year ended December 31, 1994 and incorporated
herein by reference.



| |                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (C) refers to documents previously filed as an exhibit to Campbells Annual
Report on Form 10-K for the year ended December 31, 1993 and incorporated
herein by reference.



| |                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (D) refers to documents previously filed as an exhibit to Campbells Annual
Report on Form 10-K for the year ended December 31, 1999 dated March 27,
2000 and incorporated herein by reference.



| |                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (E) refers to documents previously filed as an exhibit to Campbells
registration statement on Form S-8 (Registration No. 333-93063) and
incorporated herein by reference.



| |                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------
| | (F) refers to documents previously filed as an exhibit to Campbells
Current Report on Form 8-K dated May 19, 2000 and incorporated herein by
reference.



| |                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (G) refers to documents previously filed as an exhibit to Campbells Annual
Report on Form 10-K for the year ended December 31, 2000 dated April 12,
2001 and incorporated herein by reference.



| |                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | (H) refers to documents previously filed as an exhibit to Campbells
Current Report on Form 8-K dated July 13, 2001 and incorporated herein by
reference.



| |                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (I) refers to documents previously filed as an exhibit to
Campbells Annual Report on Form 20-F for the year ended
December 31, 2001 and incorporated herein by
reference.



| |                                                                                   
| | ----------------------------------------------------------------------------------
| | Exhibits in parentheses are references to the Exhibit No. of the filing
indicated.



|3 |  | Articles of Incorporation and By-Laws
|- |  | -------------------------------------

97



---



##### 





| | 3.1 |  | Restated Articles of Incorporation
dated August 9, 1999 (E) (Exhibit 4(a)).                                                                                                                 
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 3.2 |  | Articles of Amendment dated May 19, 2000 consolidating the Common
Shares on the basis of one post consolidation Common Share for every
ten pre-consolidation Common Share. (F) (Exhibit 3.1)
|
| | 3.3 |  | Articles of Arrangement effective June 30, 2001 relating to the merger
with GeoNova Explorations Inc. (I) (Exhibit 3.3)                                                                     
|
| | 3.4 |  | By-Law No. 1 as amended and as in effect on the date hereof (A) (Exhibit 3.12)                                                                                                              
|
| | 3.5 |  | Amendment of By-Law No. 1 (A) (Exhibit 3.11)                                                                                                                                                



|4 |  | Instruments Defining the Rights of Security Holders Including Indentures
|- |  | ------------------------------------------------------------------------



| | 4.1 |  | Trust Indenture made as of July 21, 1994 between the Corporation and
Montreal Trust Company of Canada regarding the 71/2% Convertible
Subordinated Debentures (B) (Exhibit 4.1)
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|10 |  | Material Contracts                                          
|-- |  | ------------------------------------------------------------
|  
|   |  | Management Contracts and Compensatory Plans and Arrangements



| | 10.1 |  | The Corporations Employee Incentive Plan as amended (E) (Exhibit (99)                                                                                                                                                                                                                                              
| | ---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 10.2 |  | Employment Agreement dated August 6, 2002 between the Corporation and Andre Y. Fortier
(7 pages)                                                                                                                                                                                                                    
|
| | 10.3 |  | Employment Agreement dated August 6, 2002 between the Corporation and Claude Begin (6 pages)                                                                                                                                                                                                                        
|
| | 10.4 |  | Employment Agreement dated August 6, 2002 between the Corporation and Alain Blais (6 pages)                                                                                                                                                                                                                         
|
| | 10.5 |  | Employment Agreement dated August 6, 2002 between the Corporation and Lucie Brun (6 pages)                                                                                                                                                                                                                          
|
| | 10.6 |  | Amended Employment Agreement dated December 1, 1994 between the
Corporation and Lorna D. MacGillivray (B) (Exhibit 10.3)                                                                                                                                                                                            
|
| | 10.7 |  | Directors Stock Option Plan (C) (Exhibit 10.8)                                                                                                                                                                                                                                                                     
|
| | 10.8 |  | Royalty Agreement with Repadre Capital Corporation made as of
April 23, 1993. (C) (Exhibit 10.14) and amendment dated
June 30, 2001 (I) (Exhibit 10.4)                                                                                                                                                              
|
| | 10.9 |  | Merger Agreement dated May 7, 2001 between the Corporation, MSV
Resources Inc. and GeoNova Explorations Inc. pursuant to which MSV and
GeoNova became wholly owned subsidiaries of the Corporation with Plan
of Arrangement under the Canada Business Corporations Actand
Arrangement By-Law attached. H (Exhibit 2)
|
| | 21.1 |  | Significant subsidiaries                                                                                                                                                                                                                                                                                            
|
| | 23.1 |  | Consent of Samson Bélair/Deloitte & Touche                                                                                                                                                                                                                                                                          
|
| | 23.2 |  | Consent of KPMG LLP                                                                                                                                                                                                                                                                                                 
|
| | 23.3 |  | Consent of Met-Chem Canada Inc                                                                                                                                                                                                                                                                                      
|
| | 99.1 |  | Certification of Andre Y. Fortier pursuant to 18 U.S.C. Section
1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002                                                                                                                                                                           
|
| | 99.2 |  | Certification of Lucie Brun pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                 

98



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##### 



SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant certifies that it meets all of the requirements for
filing on Form 20-F and has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

|                    |  |                                                                                                                                              
|------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------
|                    |  | CAMPBELL RESOURCES INC.                                                                                                                      
|                   
|                    |  |                                                                                                                                              
|                   
|Dated: May 15, 2003 |  | By: /s/ ANDRE Y. FORTIERAndre Y. Fortier
President and Chief Executive Officer                                                               
|                   
|                    |  |                                                                                                                                              
|                   
|                    |  | By: /s/ LUCIE BRUNLucie Brun
Executive Vice President and Chief Administrative Officer
(Principal Financial and Principal Accounting Officer)

99



---



##### 



CERTIFICATION

I, Andre Y. Fortier certify that:



|1. |  | I have reviewed this annual report on Form 20-F of Campbell Resources
Inc.;                                                                                                                                                                                                                                             
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                               



| | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



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



| | a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material weaknesses
in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have indicated in this
annual report whether or not 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.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Dated this 15th day of May, 2003.

|    |  |                                                                           
|--- |  | --------------------------------------------------------------------------
|By: |  | /s/ ANDRE Y. FORTIERAndre Y. Fortier
President and Chief Executive Officer

100



---



##### 



CERTIFICATION

I, Lucie Brun certify that:



|1. |  | I have reviewed this annual report on Form 20-F of Campbell Resources
Inc.;                                                                                                                                                                                                                                             
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                               



| | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



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



| | a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material weaknesses
in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have indicated in this
annual report whether or not 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.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Dated this 15th day of May, 2003.

|    |  |                                                                                                                                         
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------
|By: |  | /s/ Lucie BrunLucie Brun
Executive Vice President and Chief Administrative Officer(Principal Financial and Principal Accounting Officer)

101



---



##### 



CAMPBELL RESOURCES INC.

Form 20-F

EXHIBIT INDEX

|     |  |                                                                                                                                                  
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------
|10.2 |  | Employment agreement dated August 6, 2002
    between the Corporation and Andre Y. Fortier                                                       
|10.3 |  | Employment agreement dated August 6, 2002
    between the Corporation and Claude Begin                                                           
|10.4 |  | Employment agreement dated August 6, 2002
    between the Corporation and Alain Blais                                                            
|10.5 |  | Employment agreement dated August 6, 2002
    between the Corporation and Lucie Brun                                                             
|21.1 |  | Significant subsidiaries                                                                                                                         
|23.1 |  | Consent of Samson Belair/Deloitte Touche                                                                                                         
|23.2 |  | Consent of KPMG LLP                                                                                                                              
|23.3 |  | Consent of Met-Chem Canada Inc.                                                                                                                  
|99.1 |  | Certification of Andre Y. Fortier pursuant
    to 18 U.S.C. Section 1350 as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002
|99.2 |  | Certification of Lucie Brun pursuant to
    18 U.S.C. Section 1350 as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002      

103