<PAGE>

                                  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, 2003

                                       OR

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

                          Commission File Number 1-8488

                         [LOGO] Campbell Resources Inc.

             (Exact name of registrant as specified in its charter)

                                     Canada
                 (Jurisdiction of incorporation or organisation)

            1155 rue 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, 2003:       86,769,916 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 [ ]

<PAGE>

                             CAMPBELL RESOURCES INC.
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                                  <C>
FORWARD-LOOKING STATEMENTS.....................................................................................       1
CURRENCY AND METRIC EQUIVALENTS................................................................................       1
RESERVE AND RESOURCE ESTIMATES.................................................................................       2
GLOSSARY OF SIGNIFICANT TERMS..................................................................................       2
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
   Summary of Differences Between US and Canadian GAAP.........................................................       5
   Risk Factors................................................................................................       5
         Mining Risks..........................................................................................       5
   Environmental Matters.......................................................................................       6
Item 4. Information on the Company.............................................................................       7
   History and Development of the Company......................................................................       7
   Business Overview...........................................................................................      11
Campbell Properties............................................................................................      12
   Campbell Debentures.........................................................................................      13
   Meston Debentures and Preference Shares.....................................................................      13
   Organizational Structure....................................................................................      14
         Inter-Corporate Relationships.........................................................................      14
         Employees.............................................................................................      14
Property, Plants and Equipment.................................................................................      15
Business of Meston.............................................................................................      15
The Joe Mann Mine..............................................................................................      15
         History...............................................................................................      15
         Location, Access and Ownership........................................................................      16
         Geology...............................................................................................      16
         Mineral Reserves and Resources........................................................................      17
         2001 Plan.............................................................................................      18
         West Zone.............................................................................................      18
         Mining................................................................................................      19
         Milling...............................................................................................      19
         Employees.............................................................................................      20
         Royalties.............................................................................................      20
         Environmental Matters.................................................................................      21
Mineral Exploration Properties.................................................................................      21
         Chibougamau Exploration Properties....................................................................      21
Business of MSV................................................................................................      22
The Copper Rand Mine...........................................................................................      23
         Location and Title....................................................................................      23
         History...............................................................................................      23
         Copper Rand 5000 Project Background...................................................................      23
         Financing of the Copper Rand Project and Details of the Management of the Copper Rand Project.........      23
         Principal Characteristics of Convertible Debentures...................................................      25
         Other Aspects of the Copper Rand Project..............................................................      25
         Geology...............................................................................................      26
</TABLE>

                                      - i -
<PAGE>

<TABLE>
<S>                                                                                                                 <C>
         Mineral Resources.......................................................................................   26
         Mining..................................................................................................   26
The Copper Rand Mill.............................................................................................   27
         General.................................................................................................   27
         Milling.................................................................................................   27
         Environmental Fund......................................................................................   27
         Tailings and Waste Disposal.............................................................................   27
         Royalties...............................................................................................   27
The Corner Bay Property..........................................................................................   28
         Location and Title......................................................................................   28
         History.................................................................................................   28
         Geology.................................................................................................   29
         Mineral Resources.......................................................................................   29
         Royalties...............................................................................................   30
The Eastmain Mine................................................................................................   30
         Location and Title......................................................................................   30
         History.................................................................................................   30
         Geology.................................................................................................   31
         Mineral Resources.......................................................................................   31
         Surface Infrastructure..................................................................................   32
         Mining..................................................................................................   32
         Royalties...............................................................................................   32
The Cedar Bay Property...........................................................................................   32
Business of GeoNova..............................................................................................   33
The Discovery Project............................................................................................   33
         Location, Access and Ownership..........................................................................   34
         Geology.................................................................................................   34
         Mineral Resources.......................................................................................   35
         Metallurgical Testing...................................................................................   35
The Chevrier Project.............................................................................................   35
         Location, Access and Ownership..........................................................................   36
         Geology.................................................................................................   36
         Mineral Resources.......................................................................................   36
The Bachelor Lake Property.......................................................................................   37
         Location and Access and Ownership.......................................................................   37
         Geology.................................................................................................   37
         Mineral Resources.......................................................................................   38
Berthiaume Syndicate.............................................................................................   38
         Property, Location and Access...........................................................................   39
         Geology.................................................................................................   39
The Pitt Gold Property...........................................................................................   39
         Location, Access and Ownership..........................................................................   40
         Geology.................................................................................................   40
Item 5. Operating and Financial Review and Prospects.............................................................   40
Management's Discussion and Analysis.............................................................................   40
         Copper Rand Mine........................................................................................   41
         Joe Mann Mine...........................................................................................   42
Results..........................................................................................................   42
Liquidity and capital resources..................................................................................   43
Asset retirement obligations.....................................................................................   43
Risks............................................................................................................   44
</TABLE>

                                     - ii -
<PAGE>

<TABLE>
<S>                                                                                                                 <C>
Accounting principles............................................................................................   44
         Outlook.................................................................................................   44
   Off-Balance Sheet Arrangement.................................................................................   45
   Tabular Disclosure of Contractual Obligations.................................................................   45
Item 6. Directors, Senior Management and Employees...............................................................   45
   Directors.....................................................................................................   45
   Senior Management.............................................................................................   47
Executive Compensation...........................................................................................   47
Option/SAR Grants in Last Financial Year.........................................................................   48
Aggregated Option/SAR Exercises During The Most Recently Completed Financial Year and Financial Year End
Option/SAR Values................................................................................................   49
Pension Plan.....................................................................................................   49
Pension Plan Table...............................................................................................   50
Indebtedness of Directors and Officers...........................................................................   50
Grant of Stock Options...........................................................................................   50
Employee Incentive Plan..........................................................................................   51
Share Option Plan................................................................................................   51
Share Purchase Plan..............................................................................................   52
Share Bonus Plan.................................................................................................   52
Share Loan Plan..................................................................................................   52
Directors' Stock Option Plan.....................................................................................   53
Remuneration of Directors........................................................................................   53
Directors' and Officers' Liability insurance.....................................................................   53
Employment Agreements............................................................................................   53
Compensation Committee...........................................................................................   54
         Composition of the Compensation Committee...............................................................   54
         Executive Compensation Philosophy and Policy............................................................   55
         Report on Executive Compensation........................................................................   55
Shareholder Return Performance Graph.............................................................................   56
Corporate Governance.............................................................................................   56
   Employees.....................................................................................................   62
Item 7. Major Shareholders and Related Party Transactions........................................................   62
Item 8. Financial Information....................................................................................   63
   Financial Statements..........................................................................................   63
   Legal Proceedings.............................................................................................   63
   Dividend Record and Policy....................................................................................   64
   Significant Changes...........................................................................................   64
Item 9. The Offer and Listing....................................................................................   64
   Toronto Stock Exchange........................................................................................   64
   OTC-BB........................................................................................................   65
Item 10. Additional Information..................................................................................   66
   Memorandum and Articles of Incorporation......................................................................   66
   Election and Qualifications of Directors......................................................................   66
   Meetings......................................................................................................   67
   Limitations on Ownership of Securities........................................................................   67
   Change in Control of Company..................................................................................   67
   Material Contracts............................................................................................   67
   Exchange Controls.............................................................................................   68
   Taxation......................................................................................................   69
         Certain Canadian Federal Income Tax Consequences........................................................   69
         Dividends on Common Shares..............................................................................   69
</TABLE>

                                      - iii -
<PAGE>

<TABLE>
<S>                                                                                                          <C>
         Disposition of Common Shares....................................................................    69
         Certain United States Federal Income Tax Considerations.........................................    71
         U.S. Holders....................................................................................    71
         Distributions of Common Shares..................................................................    71
         Foreign Tax Credit..............................................................................    72
         Disposition of Common Shares....................................................................    72
         Other Considerations............................................................................    72
         Passive Foreign Investment Company..............................................................    72
         Backup Withholding..............................................................................    73
   Documents on Display..................................................................................    73
   Subsidiary Information................................................................................    73
Item 11. Quantitative and Qualitative Disclosures about Market Risk......................................    73
   Gold Risk Disclosures.................................................................................    74
   Foreign Currency Risk Disclosures.....................................................................    74
   Other Financial Instrument Risk Disclosures...........................................................    74
   Competition...........................................................................................    74
Item 12. Description of Securities other than Equity Securities - Not Applicable.........................    74
           PART II.......................................................................................    74
Item 13. Defaults, Dividend Arrearages and Delinquencies - None..........................................    74
Item 14. Material Modifications to the Right of Security Holders and Use of Proceeds - None..............    74
Item 15. Controls and Procedures.........................................................................    75
Item 16. Reserved........................................................................................    75
Item 16 A. Audit Committee Financial Expert..............................................................    75
Item 16 B. Code Of Ethics................................................................................    75
Item 16 C. Principal Accountant Fees And Services........................................................    75
   (a)   Audit Fees......................................................................................    75
   (b)   Audit-Related Fees..............................................................................    76
   (c)   Tax Fees........................................................................................    76
   (d)   All Other Fees..................................................................................    76
   (e)   Audit Committee's Pre-Approval Policies.........................................................    76
   (f)   Auditors Use of Non-Permanent Employees.........................................................    76
Item 16 D. Exemptions From The Listing Standards For Audit Committees - None.............................    76
Item 16 E. Purchases Of Equity Securities By The Issuer And Affiliated Purchasers - None.................    76
           PART III......................................................................................    76
Item 17. Financial Statements............................................................................    76
</TABLE>

                                      - iv -
<PAGE>

                           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 1933 and 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 1995 and 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 Company'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 Company, 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 Company. 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
Company 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 United States
dollars into Canadian 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.

<TABLE>
<CAPTION>
                    Rate at          Average
                  December 31        Rate (1)          High           Low
                  -----------        --------          ----           ---
<S>               <C>                <C>              <C>            <C>
1999                 1.4440           1.4827          1.5095         1.4440
2000                 1.4995           1.4871          1.5355         1.4505
2001                 1.5925           1.5519          1.5925         1.4995
2002                 1.5800           1.5702          1.6049         1.5190
2003                 1.2923           1.3916          1.5286         1.2923
</TABLE>

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

                                     - 1 -
<PAGE>

         The high and low exchange rates based on the noon buying in the City of
New York for each month during the previous six (6) months are as follows:

<TABLE>
<CAPTION>
                                        High                     Low
                                        ----                     ---
<S>                                    <C>                      <C>
April 2004                             1.3711                   1.3095

March 2004                             1.3480                   1.3080

February 2004                          1.3442                   1.3108

January 2004                           1.3340                   1.2690

December 2003                          1.3405                   1.2923

November 2003                          1.3362                   1.3000
</TABLE>

         On May 19, 2004, the noon buying rate for Cdn$1.00 was US$1.3769.

         Tonnages referred to in this Report are to either short tons equal to
2,000 pounds, referred to herein as tons, or to metric tons, 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.

                         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, 2003 (2003 annual
report) and updated figures of West Zone at the Joe Mann Mine (press release May
6, 2004) were previously disclosed in a March 28, 2001 press release and in the
Company'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.

                                     - 2 -
<PAGE>

"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 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
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 Projects and 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.

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 Campbell Resources Inc. ("Campbell" or the
"Company") for the five years ended December 31, 2003 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 19 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.

                                     - 3 -
<PAGE>

FIVE YEAR COMPARATIVE SUMMARY OF SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                                                           (EXPRESSED IN CANADIAN DOLLARS UNLESS OTHERWISE INDICATED)
                                                         2003           2002          2001          2000          1999
                                                           $              $             $             $             $
YEARS ENDED DECEMBER 31                                              (Restated)     (Restated)    (Restated)    (Restated)
--------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>          <C>            <C>           <C>           <C>
OPERATING RESULTS (IN THOUSANDS)

Metal sales                                              22,307         14,711             -        15,682        22,465
Loss from operations                                      6,368          7,023         5,305        44,675           N/A
Net loss                                                  3,940          5,361         4,566        42,025        11,916
Cash flow used in operations (before
change in non-cash operating working capital)             4,380          4,994           787        13,800        10,277
Capital expenditures                                      4,193          4,256         1,789         7,196         3,526

FINANCIAL POSITION (IN THOUSANDS)

Cash and short-term deposits                              4,752          3,432         2,761         4,548        18,219
Money market instruments                                      -              -             -             -         7,958
Total assets                                            159,773        133,866       112,333        77,960       113,530
Long-term debt                                           59,589         56,468        55,974        52,224        51,809
Capital stock                                            55,429         30,013        24,620       125,355       125,339
Shareholders' equity                                     45,803         24,284        24,250        13,468        75,673

PER SHARE DATA

Net loss per share                                         0.07           0.13          0.19          2.66          0.81
Book value per share                                       0.53           0.50          0.68          0.85          4.82

OPERATIONAL STATISTICS

Gold production - ounces                                 42,700         32,500             -        38,400        53,700
Gold revenue per ounce - US dollars                         369            321             -           279           276
Cash cost per ounce - US dollars                            375            361             -           463           292

SHARES OUTSTANDING (IN THOUSANDS)

At year end                                              86,762         44,478        32,562        15,784        15,715
Weighted average during year                             55,251         40,230        23,720        15,733        15,695
</TABLE>

FOREIGN EXCHANGE RATE
- US DOLLARS:

<TABLE>
<S>                               <C>               <C>                <C>                <C>               <C>
Year end/average                  1.2923/1.3916     1.5800/1.5702      1.5925/1.5519      1.4955/1.4871     1.440/1.4827
High/low                          1.5286/1.2923     1.6049/1.5190      1.5925/1.4995      1.5355/1.4505     1.5095/1.440
</TABLE>

<TABLE>
<CAPTION>
MONTH ENDED                                      HIGH                LOW             CLOSE
------------------------------------------------------------------------------------------
<S>                                             <C>                <C>              <C>
April 30, 2004                                  1.3711             1.3095           1.3711
March 31, 2004                                  1.3480             1.3080           1.3100
February 27, 2004                               1.3442             1.3108           1.3405
January 30, 2004                                1.3340             1.2690           1.3265
December 31, 2003                               1.3405             1.2923           1.2923
November 30, 2003                               1.3362             1.3000           1.2973
</TABLE>

On May 19, 2004, the noon buying rate for Cdn $1.00 was US$1.3769.

                                     - 4 -
<PAGE>

SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

<TABLE>
<CAPTION>
                                                (EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS EXCEPT PER SHARE AMOUNTS)
                                                 1st Quarter       2nd Quarter       3rd Quarter         4th Quarter
--------------------------------------------------------------------------------------------------------------------
<S>                                              <C>               <C>               <C>                 <C>
                                                      $                 $                 $                   $
                                                  (RESTATED)        (RESTATED)        (RESTATED)
YEAR ENDED DECEMBER 31, 2003
Metal sales                                         4,628             6,331             6,159               5,189
Loss from operations                               (2,319)           (2,647)             (103)             (1,299)
Net earning (loss)                                 (2,041)           (2,357)              540                 (82)
Net earning (loss) per share                        (0.04)            (0.04)             0.01                0.00

YEAR ENDED DECEMBER 31, 2002                          $                 $                 $                   $
                                                  (RESTATED)        (RESTATED)        (RESTATED)          (RESTATED)
Metal sales                                             -             3,716             3,620               7,355
Net earning (loss) from operations                   (699)           (1,644)           (2,846)             (1,864)
Net earning (loss)                                   (747)             (606)           (2,957)             (1,051)
Net earning (loss) per share                        (0.02)            (0.02)            (0.07)              (0.02)
</TABLE>

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 19 of
the consolidated financial statements located at Item 17.

RISK FACTORS

         MINING RISKS

         The Company 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.

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

         The Company 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$400 per ounce, a Canadian/US
dollar exchange rate of US$1.00/CDN$1.30 and anticipates cash production costs
(excluding pre-production development, exploration and reclamation costs of
US$376 per ounce). The ability of the Company 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.

                                     - 5 -
<PAGE>

         Development is currently underway on the Copper Rand 5000 project (the
"Copper Rand Project"). The deepening of the existing shaft and the decline ramp
has been completed. A total of $39.6 million has been invested in the project at
March 31, 2004. The Company expects commercial production to begin in the third
quarter 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. The revised total budget is now $57.0 million, an increase of $14.7
million from the original budget.

         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 Item 4 headings "The Joe Mann Mine", "The Copper Rand
Mine", "The Corner Bay Property" and sub-heading "Mineral Reserves and
Resources". As well, lead times required for underground stope preparation and
development in mining operations can affect production decisions and schedules.
Gold and copper prices 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 Company to be unprofitable in any particular accounting period.

         The Company 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 Company may elect not to insure against.

ENVIRONMENTAL MATTERS

         During 1995, proposed amendments to the Loi sur les mines (Quebec)
relating 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 Quebec 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 an amount of $234,393 was deposited as at
December 31, 2003. An aggregate financial guarantee of $350,000 is expected to
be posted by June 30, 2004. 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. An amount of
$3,147,000 is currently accrued as asset retirement obligations under the
rehabilitation plans for both the Joe Mann Mine site and the Campbell Mill site.

         As a result of MSV Resources Inc.'s ("MSV") acquisition of the Portage
and Copper Rand Mines in 1993, MSV applied for and obtained certificates of
authorization from the ministere de l'Environnement (Quebec) ("MENVIQ") to
operate the mines and the Copper Rand Mill, as well as for its waste and
tailings disposal sites under the Loi sur la qualite de l'environnement
(Quebec). Certificates of authorization dated

                                     - 6 -
<PAGE>

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 Loi sur la qualite de l'environnement (Quebec),
the Loi sur les mines (Quebec) and other applicable legislation and regulations.
MSV benefits from an environmental fund of approximately $3,900,000 as at
December 31, 2003. 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 (now WMC International Limited)
("Westminer") in 1993. Cost of the restoration plan is currently evaluated at
$2,918,000. As at December 31, 2003 the trustee of the fund had posted a
$1,163,000 financial guarantee with the ministere de l'Environnement (Quebec) in
respect of the rehabilitation plan which was approved by the Quebec mining
authorities. 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 Societe de developpement de la Baie-James ("SDBJ")

         A $951,790 accrual has been recorded as asset retirement obligations at
the Eastmain property. No financial guarantee is required because the ore was
milled at Copper Rand Mill and there are no tailings on the property.

ITEM 4. INFORMATION ON THE COMPANY

HISTORY AND DEVELOPMENT OF THE COMPANY

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

         On June 30, 2001 the Company merged, by way of plan of arrangement,
with MSV and GeoNova Explorations Inc. ("GeoNova"). The merger was undertaken in
order to consolidate the operations of the three companies in the Chibougamau
mining camp in northwestern Quebec.

         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 Company 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 has been partially funded from cash flow from operations.
In the fourth quarter of 2001, the Company committed to invest $4 million from
its working capital and other cash receipts. In addition, a subsidy of $1
million was received from the ministere de l'Energie et des Ressources (Quebec)
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. A $4 million loan from Investissement Quebec 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 was repayable in quarterly instalments of $670,000, the last was
made in the first quarter of 2004. Under the terms of the credit facility,
606,061 share purchase warrants have been issued to Investissement Quebec, each
warrant entitling its holder to purchase one common share of the Company at a
price of $0.66 until February 28, 2005.

                                     - 7 -
<PAGE>

         During fiscal 2002, the Company also sold the last two tranches of a
$32,400,000 royalty financing on future production from the Joe Mann Mine 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 is payable to the unitholders 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 re-purchased the royalty units in Corner Bay and sold additional 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 May 2000, a new company, Corporation Copper Rand Inc. ("CCR"), was
formed for the purpose of financing the Copper Rand Project. The Company through
its wholly-owned subsidiary, MSV originally held a 16% equity interest and is
the operator of the Copper Rand Project with its three partners (the
"Partners"): the Solidarity Fund QFL, SDBJ and SOQUEM Inc. ("SOQUEM"), 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 is a division of SGF Mineral
inc., which is a subsidiary of the Societe generale de financement du Quebec
("SGF") (a Quebec government-owned corporation). Investissement Quebec is a
government corporation with a full range of resources to both attract foreign
investment and support the development of Quebec-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 Copper Rand Project, as finally approved, included: the transfer of
MSV assets related to the project 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 Company in consideration
of the exchange of interests held by the partners in CCR, the possible issuance
of 2,439,025 common shares of the Company to Investissement Quebec and the
set-up of a guarantee by MSV in favour of Investissement Quebec. All common
shares were to be issued at a minimum price of $1.025 per share and convertible
debentures had 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 Quebec has provided to CCR a loan and credit facility to
fund the Copper Rand Project up to a maximum of $22 million, of which $16.5
million had been drawn at September 30, 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 Copper Rand
Project, MSV has guaranteed the Investissement Quebec loan. CCR has received a
subsidy of $840,000 from the ministere des Ressources naturelles, de la

                                     - 8 -
<PAGE>

Faune et des Parcs (Quebec) and is eligible to receive $1,200,000 from the
Centre local d'emploi 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 Copper Rand 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 been completed in March 2004. Once the
ventilation raise from 4,730 to 39,950 is completed, work will begin on
installing the conveyor ramp followed by pre-production development. Commercial
production is expected to commence in the fourth quarter 2004 at an initial rate
of 1,000 tons per day. The revised total budget is now $57 million, an increase
of $14.7 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, additional 2,100 feet of raise for improving ventilation and
emergency exit, 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. The bringing on stream of production of the
Copper Rand Mine, expected in the first half of 2004, has been delayed to the
fourth quarter of 2004 due to the suspension of the project in June 2003 while
awaiting the financial reorganization of CCR.

         In the context of this reorganization, on October 1, 2003, Campbell
through MSV acquired control of CCR by increasing its interest from 26% to 76%
through the issuance of 12,195,120 Campbell common shares. CCR is the owner of
the Copper Rand and Cedar Bay mines and the Copper Rand Mill, which has a
capacity of 3,000 tons per day, situated in the Chibougamau mining camp of
Quebec.

         All the labour agreements for both the Joe Mann and Copper Rand Mine
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 Company also negotiated cost reductions with service providers.

         During fiscal year 2001, the Company 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 Company 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 one half of one 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.

                                     - 9 -
<PAGE>

         On October 8, 2002, Strateco Resources Inc. ("Strateco") signed a final
agreement with GeoNova, under which Strateco has the option to acquire a 50%
interest in the Discovery gold 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. By December 31, 2003 Strateco had
incurred $1,496,340 in exploration expenses. A budget of $1,600,000 for a three
phase work program is proposed for 2004.

         During fiscal 2001, the Company 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 company with respect to all environmental obligations.
The transaction provided that the Company could receive up to US$2 million
depending on future events as outlined in Note 13 of the consolidated 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 Company 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. These shares were sold for
net proceeds of $430,000, during the first quarter of 2003. In 2003, payment of
the remaining notes totalling US$1,850,000 was triggered and the Company
received a final amount of US$1,650,000 of which CAN$1,492,000 was paid in cash
and the balance by the issuance of common shares by Queenstake.

         In November 2002, the Company 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 Company 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 Company with respect to all environmental
obligations.

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

         Effective December 31, 2001, the Company sold its Panamanian
subsidiary, Minera Cerro Quema, 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 Company from all environmental
responsibilities. The Company was also granted a 9% royalty on future net
profits. The gain on disposition of this subsidiary amounted to $49,000.

         In July 2003, the Company entered into an agreement with Wolfden
Resources Inc. ("Wolfden") entitling Wolfden to acquire a 50% interest in the
Bachelor Lake property, located in the Township of Lesueur, Quebec, by
committing to spend $3,000,000 in exploration work on the property over three
years, of which $1,500,000 would be spent in the first year, and by paying
$100,000 per year over the first two years or, in lieu of each payment, would
issue 50,000 common shares of its capital stock.

                                     - 10 -
<PAGE>

         In September 2003, the Company raised $1,980,000 through a brokered
private placement of 4,400,000 common shares at a price of $0.45 per share,
$5,005,000 through a brokered private placement of 9,100,000 common shares at
$0.55 per share and $500,000 through a private placement of 666,667 common
shares at a $0.75 per share.

         In October 2003, the Company raised $1,000,000 through a brokered
private placement of 1,431,000 flow-through shares at a price of $1,00 per
share.

         In December 2003, the Company raised $500,000 through a private
placement of 431,034 flow-through shares at a price of $1.16 per share.

         In March 2004, the Company raised $8,818,400 through private placements
of 11,023,000 units at a price of $0.80 per unit, each unit consisting of one
common share and one half of one share purchase warrant. Each whole share
purchase warrant entitles its holder thereof to purchase one additional common
share of the Company at a price of $1.20 for a period of three years.

         As of March 31, 2004, 97,840,526 common shares of the Company were
issued and outstanding.

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 76% of
the Copper Rand Mine. The Copper Rand 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 the fourth quarter of 2004.

         The Joe Mann Mine, an underground gold mine owned by Meston Resources
Inc. ("Meston"), a wholly-owned subsidiary of the Company, 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.

         Following suspension of operations in November 2000, studies on mining
and geological reserves and resources were completed.

         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,

                                     - 11 -
<PAGE>

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. Production for the year 2002 reached 134,328 tons yielding 27,776 ounces
of gold, 12,000 ounces of silver and 502,000 pounds of copper.

         At the Copper Rand Project, the deepening of the shaft and development
of the 4150 level have been completed at December 31, 2002. A total of $39,6
million has been invested in the project at March 31, 2004. Once ventilation
raise is completed, work will begin on installing the conveyor followed by
pre-production development. Commercial production is expected to commence in the
fourth quarter of 2004 at an initial rate of 1,000 tons per day. The revised
total budget is now $57.0 million, an increase of $14,7 million from the
original budget.

         This map of the Province of Quebec shows the locations of the mines and
principal exploration properties of the Company.

CAMPBELL PROPERTIES

                                      [MAP]

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

         The Company 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

                                     - 12 -
<PAGE>

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 Company 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 Company owns, or in which it has
significant interests, which have materially affected operating profits. Except
as herein noted, to the knowledge of the Company, 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
Company entered into an underwriting agreement with First Marathon Securities
Limited pursuant to which the Company 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 Company'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 Company 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 Company may, at its option, repay the 7 1/2 % Debentures at maturity by
issuing common shares of the Company at the conversion price of US$5.00 per
common share (on a post-consolidation basis). Debentures in the amount of
US$2,551,000 remain outstanding as of March 31, 2002, 2003 and 2004.

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.

                                     - 13 -
<PAGE>

         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.

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:

                                    [CHART]

----------
Notes:

(1)      See discussion of agreement with Strateco discussed under "Information
         on the Company-History and Development of the Company".

(2)      See discussion of agreement with Wolfden discussed under "Information
         on the Company-History and Development of the Company".

         EMPLOYEES

         Campbell and its wholly owned subsidiaries employed approximately 274
persons as of March 31, 2004, of which 204 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
2003, 2002 and 2001, there were no material strikes or walkouts.

                                     - 14 -
<PAGE>

         The collective agreements for the Joe Mann Mine and the Copper Rand
Mine are renewable in 2004 and the collective agreements for the Campbell Mill
are renewable in 2005). 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 United Steelworkers of America cover the Campbell
Mill, the Copper Rand Mill and the Copper Rand Mine.

PROPERTY, PLANTS AND EQUIPMENT

BUSINESS OF MESTON

THE JOE MANN MINE

         HISTORY

         The Joe Mann property was acquired in July 1980 by Meston Lake
Resources Inc. ("Meston Lake"), a predecessor of 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.
The deposit has been mined along a 3,000 foot strike. 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 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.

                                     - 15 -
<PAGE>

         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. Progress on these programs enabled the Company to gradually resume mining
operations in April, 2002. Milling operations re-commenced in February, 2002 and
are still ongoing.

         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 3 mining concessions and a one mining lease covering 106
hectares and 24 mining claims covering approximately 400 hectares. In addition,
Meston holds 225 mining claims covering approximately 3,350 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.

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

                                     - 16 -
<PAGE>

         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 summarizes mineral reserves and resources estimated
by management and calculated at December 31, 2003 on the basis of a gold price
of US$350 and a US/Canadian dollar exchange rate of 1.40 and at December 31,
2002 and 2001 on the basis of a gold price of respectively US$350 and US$280 per
ounce. The mineral reserves and resources at December 31, 2003 were audited by
Systemes Geostat International inc, independent geological and mining
consultants, in a report to Campbell dated February 23, 2004. Previously, 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

<TABLE>
<CAPTION>
                   December 31, 2003          December 31, 2002        December 31, 2001
                                 Grade                    Grade                     Grade
                   Tons        (oz./ton)       Tons     (oz./ton)       Tons       (oz/ton)
<S>              <C>           <C>            <C>       <C>            <C>         <C>
Proven           186,360         0.268        170,300     0.246        236,200       0.286
Probable         357,840         0.294        396,600     0.271         91,500       0.350
                 -------         -----        -------     -----        -------       -----
Total            544,200         0.285        566,900     0.264        327,700       0.304
                                              =======     =====        =======       =====
</TABLE>

                     Mineral Resources (excluding reserves)

<TABLE>
<CAPTION>
                   December 31, 2003           December 31, 2002        December 31, 2001
                                                           Grade                     Grade
                                                Tons     (oz./ton)       Tons       (oz/ton)
<S>              <C>             <C>          <C>        <C>           <C>          <C>
Measured         106,100         0.229         86,500      0.244         215,000     0.349
Indicated        752,970         0.264        769,700      0.314       1,080,000     0.319
</TABLE>

----------
Notes:

(1)      These estimates were verified internally by Jean Tanguay (2003) and by
         Linda Desjardins (2000-2002), both Qualified Person who have been
         employed as geologists in the Chibougamau area respectively since 1996
         and 1988.

(2)      Details and parameters of mineral resource calculations at December 31,
         2000, 2001, 2002 and 2003.

<TABLE>
<S>                                                     <C>
Calculation method                                      Data bloc modelling
Cut off grade 2000-01-02 (2003)                         0.175 oz Au/T (0.2000)
High-grade cut Au                                       2.0 oz
Dilution 2000-01-02 (2003)                              5 ft. (6 ft) min. horz. Width
Mill recovery (Au) 2000-01, (2002) (2003)               94% / 94% (93%) (92.5%)
Price assumption (Au) 2000,-01, (2002) (2003)           US$ 280/ oz (US$ 350/oz) (US $400/oz)
Exchange rate Can$/US$ 2000-01, (02) (03)               0.65 (0.667) (0.769)
</TABLE>

         The total estimated proven and probable mineral reserves at the Joe
Mann Mine decreased by 22,700 tons from 566,900 tons at December 31, 2002 to
544,200 tons at December 31, 2003. After taking into account production during
2003 of 182,768 tons grading 0.252 ounces of gold per ton, the total proven and
probable mineable reserves increased on a net basis during this period by
160,070 tons.

                                     - 17 -
<PAGE>

         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.

         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 focused 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. As
part of the 2001 Plan, an exploration drift to the West at the 2925 foot level
was proposed. Five bases for exploration diamond drilling, 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.

         At December 31, 2003, diamond drilling as well as development heading
(drifting, sub-level and raising) on the West Zone have outlined over 128,600
tons of mineral reserves at an average grade of 0.300 ounces Au/ton and 44,000
tons of mineral resources (measured and indicated) at an average grade of 0.260
ounces Au/ton located between levels 2750 and 3450. The commercial production
from the West Zone is

                                     - 18 -
<PAGE>

scheduled for the end of April 2004. The exploration drilling is still going on
to test above the level 2750 as well as the west extension of the gold bearing
structure.

         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. 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.

         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, comprise approximately 65%, was 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 represented
approximately 21% of production. This approach provides better ground conditions
and thereby control dilution. In the South Vein where ground conditions are more
difficult, the cut and fill method is used for approximately 12% of the mining.

         Until mid-1999, mining was predominantly carried out using the
shrinkage stope mining method. 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

<TABLE>
<CAPTION>
                                                              2003           2002(1)     2001(1)
                                                              ----           -------     -------
<S>                                                         <C>             <C>          <C>
Tons Milled                                                  182,768        134,328(4)     N/A
Gold Grade (oz./ton)                                           0.252          0.236        N/A
Copper Grade (%)                                                0.23           0.26        N/A
Gold Produced (ounces)                                        42,749         32,500(3)     N/A
Copper Produced (000's lbs.)                                     806            502        N/A
Cash Operating Costs(2) (US$ per oz. of gold)               $    375           $359        N/A
</TABLE>

----------
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.

         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 2003, the gold recovery rate at the Campbell Mill, which processed ore
from the Joe Mann Mine, was 93% compared to 87% in 2002 and the copper recovery
rate 95% compared to 91% in 2002. 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 dore bars on site and is shipped
to the Royal Canadian Mint for refining. The flotation circuit uses standard

                                     - 19 -
<PAGE>

technology to produce a copper-gold concentrate. The copper-gold concentrate is
shipped by rail and/or by truck to Noranda Inc.'s Horne Smelter in
Rouyn/Noranda, Quebec for smelting and refining.

         EMPLOYEES

         At the Joe Mann Mine (including the mill & administration), 182 persons
were employed as of December 31, 2003, compared to 182 persons as of December
31, 2002. 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 Metallurgistes Unis d'Amerique (the United Steelworkers of America) and one
nurse was covered by a collective bargaining agreement with La Federation des
Infirmiers et Infirmieres du Quebec (FIIQ). During 2003, 2002 and 2001, 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 Metallurgistes Unis d'Amerique
(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 Capital Corporation ("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, 2003, $394,274 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, 1.75% at a gold price of US$350 and 2% at a gold price of US$375 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. Royalty payments were again triggered in the
commencing in December 2002. From December 2002 through the end of March 2004,
approximately $483,000 was paid to Repadre under the amended terms. Since
inception from May 1993 to the end of February 2003, an aggregate of
approximately $4,531,000 has been paid pursuant to this royalty.

                                     - 20 -
<PAGE>

         In late 2001 and during fiscal 2002, the Company 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 2003, the Company repurchased the tranche of royalty based on
future production of the Corner Bay property for $10,814,000, realized a loss of
$559,000 and sold a tranche of royalty on the future production of the Joe Mann
property for $10,255,000.

         The notes receivable bear a yearly interest rate of 6.25%. An amount of
$590,000 is receivable on February 2, 2004, and the balance of $26,145,000 is
receivable on December 31, 2011.

         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 Quebec 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 an amount of $234,393 was posted as at December
31, 2003. An aggregate financial guarantee of $350,000 is expected to be posted
by June 30, 2004. 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. An amount of $3,147,000 is
currently accrued as asset retirement obligations under the rehabilitation plans
for both the Joe Mann Mine site and the Campbell Mill site. 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 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 147 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 201 claims and one mining concession, by spending
$750,000 in the five year period ending June 1, 2002.

                                     - 21 -
<PAGE>

         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 $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 yearly claim renewal
costs of $3000 were incurred in 2001, 2002 and 2003. No exploration work was
completed in 2001. During 2002 and 2003, SOQUEM has been inactive on the
Chibougamau properties.

         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.

         These undivided interests are based on the completed qualifying
expenditures versus the total expenditure amount SOQUEM had to incur to earn its
50% interest.

BUSINESS OF MSV

         The Company'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 76 % interest in CCR, owner of the Copper Rand Project which owns
the Copper Rand Mine, the Cedar Bay Property which is located 1 km of the Copper
Rand facilities and the Copper Rand Mill of a capacity of 3,000 ton-per-day
concentrator. MSV also owns the Eastmain mine which has been placed on care and
maintenance along with numerous exploration properties hosting mineral
resources, including the Corner Bay Property, located south of Chibougamau.

                                     - 22 -
<PAGE>

THE COPPER RAND MINE

         LOCATION AND TITLE

         The Copper Rand Mine, as well as the Copper Rand Mill are located in
the McKenzie Township, Province of Quebec on the shores of Lake Chibougamau. It
is approximately 7 kilometres east of the town of Chibougamau and is easily
accessible from Route 167 and a paved secondary road. The property includes the
Copper Rand Mine and the former producer Cedar Bay Mine. The property, which MSV
participation is 76%, is composed of six mining concessions and one mining lease
covering an area of 449 hectares. Surrounding that block, MSV is controlling
100% of 185 mining claims and 12 mining concessions covering an area of 4,839
hectares in the McKenzie, Roy and Obalski Townships, Ungava electoral district.

         HISTORY

         Initial exploration was first carried out on the Copper Rand Mine 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 from
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.

         COPPER RAND 5000 PROJECT BACKGROUND

         On December 4, 2000, MSV entered into a number of agreements with the
Partners for the realization of the Copper Rand 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 Copper Rand Project, MSV's management of the Copper Rand
Project and the conditions relating to the closing of the Copper Rand Project
financing. Final Copper Rand Project financing agreements were signed on March 8
and on March 15, 2001.

         FINANCING OF THE COPPER RAND PROJECT AND DETAILS OF THE MANAGEMENT OF
         THE COPPER RAND PROJECT

         MSV has now transferred the operating assets for the Copper Rand
Project to CCR, and MSV and its Partners now hold shares of CCR. The Copper Rand
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 Quebec and the set-up of a guarantee by MSV in favour
of Investissement Quebec. All common share were to be issued at a minimum price
of $1.025 per share and convertible debentures had 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

                                     - 23 -
<PAGE>

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 were convertible into
Campbell common shares at a conversion price of $1.025 per share.

         Investissement Quebec has provided to CCR a loan and credit facility to
fund the Copper Rand Project up to a maximum of $22 million, of which $16.5
million had been drawn at September 30, 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 Quebec 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 Quebec 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 Copper Rand Project,
MSV has guaranteed the Investissement Quebec loan.

         CCR has received a subsidy of $840,000 from the ministere des
Ressources naturelles, de la Faune et des Parcs (Quebec) and is eligible to
receive $1,200,000 from the Centre local d'emploi 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 foot 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 been completed in March 2004. A total of $39.6 million has been
invested in the project as at March 31, 2004. Once the ventilation raise is
completed, work will begin on installing the conveyor followed by pre-production
development. Commercial production is expected to start in November 2004 at an
initial rate of 1,000 tons per day. However, due to the delay in commencement of
production, additional financing has been required. The revised total budget is
now $57.0 million, an increase of $14.7 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, additional 2,100 feet of raise
for improving ventilation and emergency exit, 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 Copper Rand Project.

         The bringing on stream of production of the Copper Rand Mine, expected
in the first half of 2004, has been delayed to the fourth quarter of 2004 due to
the suspension of the project in June 2003 while awaiting the financial
reorganization of CCR.

         In the context of this reorganization, on October 1, 2003, Campbell
acquired control of CCR by increasing its interest from 26% to 76% through the
issuance of 12,195,120 Campbell common shares. The value of the net assets
acquired was $11,302,000. Campbell's financial statements reflect the financial
situation and results of operations of the new subsidiary since that date. CCR
is the owner of the Copper Rand and Cedar Bay mines and the Copper Rand Mill,
which has a capacity of 3,000 tons per day, situated in the

                                     - 24 -
<PAGE>

Chibougamau mining camp of Quebec. In order to obtain the required project
approval on this reorganization from Investissement Quebec and to gain access to
$5,500,000 of the originally approved $22,000,000 line of credit, Campbell
reimbursed a portion of the guaranteed debt through the issue of 10,458,894
common shares in the amount of $8,157,701 and committed to invest $7,000,000 in
operating funds for exploration and other activities. In addition, Campbell
granted Investissement Quebec the option to convert part or all of its debt into
the Company's common shares as of October 1, 2004 based on market prices at that
time. According to this agreement, Campbell is required to invest amounts
necessary to bring the mine on stream in order to access the remaining portion
of the credit facility.

         Since March 2001, the development at the Copper Rand Mine has been
focused on accessing the gold and copper resources between levels 4030 and 5000.
Commercial production is expected to begin in November 2004 with annual
production projected to be in excess of 35,000 ounces of gold and 15,000,000
pounds of copper. During the 2003 fiscal year, capital expenditures and
exploration costs totalled $10,422,000, of which $2,973,000 was incurred after
control of the mine was acquired ($16,113,000 in 2002). The estimate of capital
expenditure and exploration costs for 2004 is $22,000,000. Campbell plans to
complete this work using cash generated by mine production and future private
placements.

         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 outstanding debentures would require the issuance
of 634,146 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 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
Partners.

         OTHER ASPECTS OF THE COPPER RAND PROJECT

         MSV is the operator of the Copper Rand 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.

                                     - 25 -
<PAGE>

         GEOLOGY

         The Copper Rand Mine is part of the Lac Dore 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 zoisites,
clinozoisites 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.

         MINERAL RESOURCES

         As 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:

<TABLE>
<CAPTION>
                                             Grade                     Grade
                    Tons                  (Au oz/ton)                  (Cu%)
<S>               <C>                     <C>                          <C>
Measured             61,300                  0.135                      1.15
Indicated         1,842,400                  0.096                      1.56
</TABLE>

----------
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:

         <TABLE>
         <S>                                          <C>
         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
         (Au)                                               US$300 / oz
         Exchange rate Can $/US$                                0.66
         </TABLE>

         MINING

         For the Copper Rand 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.

                                     - 26 -
<PAGE>

         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.

THE COPPER RAND MILL

         GENERAL

         The Copper Rand Mill is housed in a 5,180 square metre 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 dore 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

         An environmental fund of $3.9 million to provide for the ultimate
restoration and rehabilitation of the mining sites is in place. 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 by
MSV. At December 31, 2002 the trustee of the fund had posted a $1,163,000
financial guarantee with the ministere des Ressources naturelles, de la Faune et
des Parcs 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 ministere de l'Environnement (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 No. 4 shaft 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

                                     - 27 -
<PAGE>

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.

THE CORNER BAY PROPERTY

         LOCATION AND TITLE

         The Corner Bay 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 property 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 PLC and Flanagan
McAdam Resources Inc., led to the discovery of Zones A, B, C and D in the Inner
Block. Between 1979 and 1981, Corner Bay Minerals Inc. ("Corner Bay") 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 metres long led to the
discovery of the Zone Ouest.

         In 1982, Riocanex Inc. ("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 Property from 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 and SOQUEM 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. As additional continuing consideration, MSV will pay
the 2% net smelter royalty described below.

         MSV had planned to begin developing the Corner Bay 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. For 2004, considering the raise of copper
price, the feasibility of developing the Corner Bay Property will be
reconsidered.

                                     - 28 -
<PAGE>

         GEOLOGY

         The Corner Bay Property is situated within the anorthostic zone of the
Lac Dore 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(degree)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(degree) 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.

         The deposit is characterized 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:

<TABLE>
<CAPTION>
                                                       Grade
                            Tons                       (Cu%)
                           -------                     -----
<S>                        <C>                         <C>
Inferred                   749,900                      6.33
Indicated                  101,000                      7.00
</TABLE>

----------
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:

         <TABLE>
         <S>                                 <C>
         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
         </TABLE>

         ROYALTIES

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

                                     - 29 -
<PAGE>

THE EASTMAIN MINE

         LOCATION AND TITLE

         The Eastmain Property ("Eastmain" or the "Property"), consisting of a
block of 302 contiguous mining claims and one mining lease covering the mine, is
totalling 4,976 hectares. The Property is situated in the Mistassini Territory,
District of Abitibi, Quebec. It is located at a distance of 310-km Northeast of
Chibougamau. MSV is 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 Property 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 Property 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 ministere de
l'Environnement (Quebec).

                                     - 30 -
<PAGE>

         GEOLOGY

         The Property 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.

         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(degree) and dip approximately 30(degree) to
40(degree) 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:

<TABLE>
<CAPTION>
                                                    Grade
                              Tons               (Au oz/ton)
<S>                         <C>                  <C>
Measured                     91,500                 0.268
Indicated                   786,600                 0.291
</TABLE>

----------
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:

         <TABLE>
         <S>                                       <C>
         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)                              95 / 90%
         Price assumption (Au Cu)                           US$ 375/ oz
         Exchange rate Can $/US$                               0.70
         </TABLE>

                                     - 31 -
<PAGE>

         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.

         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 Property. 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 reclamation and rehabilitation of the 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.

THE CEDAR BAY PROPERTY

         The Cedar Bay Property (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 metres. 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,

                                     - 32 -
<PAGE>

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 tons 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 Cedar Bay 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 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 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 Project. It was transferred to CCR in which MSV holds a 76 % interest.

BUSINESS OF GEONOVA

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

         The main projects are the Discovery project (the "Discovery Project"),
the Chevrier project (the "Chevrier Project"), the Bachelor Lake property (the
"Bachelor Lake Property"), the Berthiaume syndicate (the "Berthiaume Syndicate")
and the Pitt Gold property (the "Pitt Gold Property").

THE DISCOVERY PROJECT

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

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

         On October 8, 2002, Strateco signed a final agreement with GeoNova,
under which Strateco has the option to acquire a 50% interest in the Discovery
gold project. 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 from the date of issuance. One
warrant entitles its holder to purchase one common share additional common 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. By
December 31, 2003 Strateco had incurred $1,496,340 in exploration expenses. A
budget of $1,600,000 for a three phase work program is proposed for 2004.

                                     - 33 -
<PAGE>

         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, Quebec. 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. GeoNova 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, GeoNova 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-Berardi 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-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.

                                     - 34 -
<PAGE>

         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 GeoNova'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 GeoNova dated April 12, 2001. Using a cut-off of 2.0 g/t Au the indicated and
inferred mineral resources are respectively 703,409 tons at 5.04 g/t Au with an
average thickness of 6.08 metres and 1,417,111 tons 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 tons 6.09 g/t Au with an average thickness of 3.08 metres
and 969,454 tons 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
("Lakefield"). 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 GeoNova dated November 30, 1995 and amended February 20, 1997, April 30,
1999, October 15, 1999, November 30, 2000 and July 19, 2002 GeoNova has acquired
100% of Inmet's interest in a group of 270 claims located in Fancamp, Queylus
and Hauy Townships for work commitment in an aggregate amount of $2,500,000
completed in November 2002 and other consideration including payments and
shares. Upon completion of a feasibility study, Inmet may re-acquire a 50%
interest by reimbursing 100% of the expenses incurred by GeoNova. In addition,
on the Dolbo block, pursuant to an agreement between Cambior Inc. ("Cambior")
and GeoNova dated July 21, 1997 and amended November 27, 1997, October 15, 1999
and November 27, 2000, GeoNova 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%.

                                     - 35 -
<PAGE>

         LOCATION, ACCESS AND OWNERSHIP

         The Chevrier Project claims are located near Campbell's Joe Mann Mine,
about 30 km southeast of Chapais and 35 km south of Chibougamau, Quebec, and are
easily accessed by a network of logging roads. The project is comprised of five
claim blocks including 270 mining claims covering 4,297 hectares located in
Fancamp, Hauy and Queylus Townships. Four of the claim blocks are owned by Inmet
with the remaining claim block owned by Inmet as to 64.25% with the remaining
35.75 % owned by Cambior.

         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, GeoNova 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 tons grading 5.10 g/t Au. Mineral resources were calculated by the
GeoNova'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 GeoNova 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 GeoNova 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 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).

                                     - 36 -
<PAGE>

         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, Societe Miniere Espalau, now Corporation Ced-Or
("Ced-Or"), merged with Bachelor and the Bachelor Lake Property became
wholly-owned by Ced-Or. In the summer of 1995, Geospex Services Inc. ("Geospex")
carried out, on Ced-Or'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.

         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
Quebec. The mining property is in the James Bay sector. The property includes 50
claims and two mining concession for a total area of 1,839.69 hectares in
Lesueur Township in Quebec's Abitibi region.

         GeoNova 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 in the form of a net
smelter royalty on ore from the Bachelor Lake deposit or on ore from other
deposits controlled by GeoNova and processed at the Bachelor Lake mill. The net
smelter royalty ranges from 0.25% to 2.00%, depending on the origin of the ore
and the gold price.

         GeoNova 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.

         On July 15, 2003 the Company announced that Wolfden Resources Inc.
("Wolfden") had completed its due diligence on the Bachelor Lake Property, and
had notified Campbell of its intention to proceed with the option to acquire a
50% interest in the property form Campbell's subsidiary GeoNova. The agreement
provides for Wolfden to acquire its 50% interest in the Bachelor Lake project by
funding $3,000,000 in exploration over three years, including $1,500,000 in the
first year, and by issuing 50,000 common shares of Wolfden or paying $100,000 on
the first and second anniversaries.

         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

                                     - 37 -
<PAGE>

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 025 degrees to 065 degrees and dip
strongly to the northwest. The mineralized 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 110 degrees:
sub-horizontals; ENE, dip About Equals 60 degrees; ENE, dip About Equals 80; NNE
to NE, dip > 75 degrees; NW, dipping between 65 degrees and 90 degrees.

         MINERAL RESOURCES

         Mineral resources were estimated by Geospex 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
National Instrument 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 GeoNova dated
April 12, 2001.

BERTHIAUME SYNDICATE

         The Berthiaume 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 Berthiaume Syndicate
consists of five mining exploration companies with initial interests as follows:
Freewest Resources Canada Inc. ("Freewest Resources") (22.5%), Ressources
Unifiees Oasis inc. (22.5%), SOQUEM (22.5 %), EX-IN (10%) and GeoNova (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 Unifiees Oasis inc. 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 Resources and Ressources Unifiees Oasis inc. all
declined to participate in the summer 1999 program and costs were split 50-50
between SOQUEM and GeoNova. At October 31, 1999, the interests of the companies
were as follows: Freewest Resources (20.04%), Ressources Unifiees Oasis inc.
(20.04%), EX-IN (8.41%), SOQUEM (25.75%) and GeoNova (25.75%). Only Freewest
Resources, SOQUEM and GeoNova participated in work conducted in 2000 in
respective proportions of 28%, 36% and 36%. Interests will be recalculated
shortly. GeoNova has been the project operator on behalf of the Berthiaume
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.

                                     - 38 -
<PAGE>

         PROPERTY, LOCATION AND ACCESS

         The Berthiaume 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-Quevillon 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.

         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.

THE PITT GOLD PROPERTY

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

         On May 18, 1999, GeoNova 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, GeoNova and Alain Cotnoir, Jacques
Beauchemin, Jeanne Cotnoir and Maude Cotnoir (The "Cotnoir-Beauchemin group")
was also signed on October 27, 1998 pursuant to which GeoNova 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 GeoNova agreed to
replace these commitments with payment of $35,000 to the Cotnoir-Beauchemin
group upon final signature between GeoNova 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 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 GeoNova or acquire an
additional 30% undivided interest by incurring $400,000 in exploration expenses
on its own, on or before July 31, 2004. Subsequently, GeoNova 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.

                                     - 39 -
<PAGE>

         LOCATION, ACCESS AND OWNERSHIP

         Located in Duparquet Township about 30 km northwest of Rouyn-Noranda,
Quebec, 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 Quebec. 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 north, the most important of which are the
"Stinger zone" and the "Pitt South zone". These are characterized 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 Inc. carried out a drill program consisting of 28 holes
totalling 16,691 metres for over $1 million between 1995 and 1997. SOQUEM and
GeoNova 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 2003 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 U.S. GAAP.

         This discussion and analysis is written from the perspective of
management and provides supplementary information to the financial statements
through an analysis of historical performance, the current situation and future
prospects. The 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 June 2001, Campbell
concluded a merger agreement with MSV and GeoNova. This merger enabled Campbell
to increase its interest in the mining camp in the Chibougamau region of Quebec
and surrounding areas. Since 1954, the Chibougamau mining camp has produced in
excess of 47.8 million tons of minerals containing 1.593 billion pounds of
copper and more than 3 million ounces of

                                     - 40 -
<PAGE>

gold. The town of Chibougamau is the last major urban agglomeration before
reaching Northern-Quebec. Its population base serves as a source of labour and
services for mining operations.

         In 2002, Campbell sold its Mexican subsidiary Oro De Sotula S.A. de
C.V. ("Oro") for proceeds of US$2,000,000 in notes receivable based on royalty
sales of 1% of future production and 33 1/3 % of the proceeds of any partial or
full disposition of the assets of Oro prior to December 31, 2005. Of the notes
receivable, three notes of US$150,000, US$250,000 and US$600,000 were repayable
if the market price of gold reached US$315, US$330 and US$350 respectively. The
fourth and final note of US$1,000,000, due on January 31, 2005, was collectible
if the amounts payable which were assumed by the purchaser related to an
outstanding litigation between Oro and the Mexican tax authorities and Oro site
restoration costs did not exceed US$2,000,000. Due to uncertain conditions as to
collection of these notes, only the first note receivable in the amount of
US$150,000 was recorded and realized in 2002 for a loss of $34,000. During 2003,
the Company recorded a gain of $2,296,000 related to the payment of the
remaining gold price related notes in the amount of US$850,000 and collected
US$800,000 as the final settlement of the US$1,000,000 note.

         COPPER RAND MINE

         The bringing on stream of production of the Copper Rand Mine, expected
in the first half of 2004, has been delayed to the fourth quarter of 2004 due to
the suspension of the project in June 2003 while awaiting the financial
reorganization of CCR.

         In the context of this reorganization, on October 1, 2003, Campbell
acquired control of CCR by increasing its interest from 26% to 76% through the
issuance of 12,195,120 Campbell common shares. The value of the net assets
acquired was $11,302,000. Campbell's financial statements reflect the financial
situation and results of operations of the new subsidiary since that date. CCR
is the owner of the Copper Rand and Cedar Bay mines and the Copper Rand mill,
which has a capacity of 3,000 tons per day, situated in the Chibougamau mining
camp of Quebec. In order to obtain the required project approval on this
reorganization from Investissement Quebec and to gain access to $5,500,000 of
the originally approved $22,000,000 line of credit, Campbell reimbursed a
portion of the guaranteed debt through the issue of 10,458,591 common shares in
the amount of $8,157,701 and committed to invest $7,000,000 for development and
exploration.

         Since March 2001, development at the Copper Rand Mine has been focused
on accessing the gold and copper resources between levels 4030 and 5000.
Commercial production is expected to begin in November 2004 with annual
production projected to be in excess of 35,000 ounces of gold and 15,000,000
pounds of copper. During the 2003 fiscal year, capital expenditures and
development costs totaled $10,422,000 ($16,113,000 in 2002), of which $2,973,000
was incurred after control of the mine was acquired. The estimate for capital
expenditures and development costs for 2004 is $22,000,000. Campbell plans to
complete the development of the Copper Rand Mine using cash generated by mine
production, future private placements, and the remaining portion of the credit
facility.

         JOE MANN MINE

         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 -
<PAGE>

         In 2002, 134,328 tons of ore were produced at the Joe Mann Mine at an
average grade of 0.236 oz/ton, for 27,776 ounces of gold. In 2003, production
reached 182,768 tons at an average grade of 0.252 oz/ton. The following table
summarizes quarterly production since the resumption of operations.

         The 2003 production results reflect continued efforts to increase the
grades and mill recovery rates.

<TABLE>
<CAPTION>
                                                 2002                                                 2003
-----------------------------------------------------------------------------------------------------------------------------------
                              2nd         3rd         4th                    1st         2nd         3rd         4th
                            Quarter     Quarter     Quarter     TOTAL       Quarter     Quarter    Quarter     Quarter      TOTAL
<S>                         <C>         <C>         <C>        <C>          <C>         <C>        <C>         <C>         <C>
Tons produced               48,931      40,132      45,263     134,328      49,011      49,864      43,741      40,152     192,768
Au (ounces)                  9,479       7,715      10,582      27,776      11,370      10,773      12,163       8,442      42,749
     Ore grade (oz/ton)      0.237       0.217       0.253       0.236       0.253       0.233       0.296       0.227       0.252
     Gold recovery rate         82%         88%         93%         87%         92%         93%         94%         93%         93%
Cu (000's pounds)              163         141         198         502         196         213         227         170         806
     Ore grade %              0.19%       0.19%       0.26%       0.21%       0.21%       0.23%       0.27%       0.22%       0.23%
     Cu recovery rate           86%         94%         93%         91%         93%         95%         97%         94%         95%
</TABLE>

RESULTS

         For the year ended December 31, 2003, Campbell recorded a net loss of
$3.9 million ($0.07 per share), compared to a net loss of $5.4 million ($0.13
per share) for 2002, and a net loss of $4.6 million ($0.19 per share) for 2001.

         A total of 42,749 ounces of gold were produced from the Joe Mann Mine
in 2003 and 27,776 ounces in 2002, including 4,710 ounces during the development
period. The cash operating cost per ounce for the ounces produced after the
resumption of commercial production was US$375 per ounce in 2003 compared to
US$359 in 2002.

         Sales during 2003 were $22.3 million, representing 42,526 ounces of
gold, 813,000 pounds of copper and 18,927 ounces of silver. 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 per ounce of gold during the
years 2003 and 2002 was US$369 and US$321, respectively. All sales were made at
spot prices. The average market price for gold obtained in 2003 was US$363.38
(CAN$509.26), and in 2002 was US$309.73 (CAN$486.39).

         Mining costs in both 2003 and 2002 were about the same. Mining costs on
a per ounce basis were higher than budgeted. Fourth quarter production was
30,000 tons lower than planned, resulting in an increase in mining costs both on
a per ton of ore processed basis and on a per ounce of gold produced basis.
Grade and recovery rates were higher than budgeted, but this did not fully
offset the loss of the production tonnage.

         General administration expenses were $1.8 million in both 2003 and
2002, compared to $2.1 million in 2001. The decrease was primarily due to
synergies resulting from the merger with MSV and GeoNova.

         Depreciation and amortization for the year ended December 31, 2003 was
$4.5 million compared to $3.5 million in 2002 and was principally related to the
Joe Mann Mine and related installations. Depletion is based on the unit of
production method over reserve tonnage. This depletion represented $103.97 per
ounce of gold produced in 2003 compared to $125.38 in 2002. The increase in
reserves in 2003 over 2002 is responsible for the reduction in the charge.

                                     - 42 -
<PAGE>

         Care and maintenance expenses totaled $242,000 in 2003 compared to
$223,000 in 2002. Care and maintenance expenses were $2,388,000 in 2001,
principally related to the former Mexican properties and the Joe Mann Mine,
prior to resumption of operations.

         Other income of $1.0 million in 2002 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 a payment in shares to redeem
long-term debt.

LIQUIDITY AND CAPITAL RESOURCES

         Cash and cash equivalents at December 31, 2003 amounted to $4.8
million, compared with $3.4 million and $2.8 million, respectively, for the
years ended December 31, 2002 and 2001. Despite the use of $4.4 million in
operating activities ($2.5 million before changes in non-cash working capital
items), cash and cash equivalents increased as a result of financing activities.
During 2003, the Company repaid $2.6 million of its operating line from
Investissement Quebec to finance the development and exploration programs at Joe
Mann Mine. This loan will be completely repaid in February 2004.

         The Company invested $4.2 million, $4.3 million and $1.8 million in its
exploration and development programs in the years 2003, 2002 and 2001,
respectively. A $2.0 million grant from the ministere de l'Energie et des
Ressources du Quebec has been presented as a reduction of exploration costs
during fiscal 2002.

         During fiscal 2003, Campbell issued 14.2 million common shares for net
proceeds of $6.9 million in order to finance exploration and development
activities at the Copper Rand and Joe Mann mines. In addition, 1.4 million
flow-through shares were issued for a $1.5 million exploration program.

         In 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 prior to May 15, 2003. These
warrants expired during the year.

         During 2003 and 2002, net proceeds from royalty sales generated cash
receipts of $1.9 million and $1.7 million, respectively, following receipt of
cash consideration, notes and interest receivable.

         At December 31, 2003, the working capital ratio was 1.8:1 compared with
1.4:1 a year earlier. This improvement of the ratio in 2003 is principally
attributable to the exercise of Campbell's option in its mineral sales contracts
to collect 90% of the sales proceeds based on concentrates of the previous
month's production rather than 4 months later.

ASSET RETIREMENT OBLIGATIONS

         Prior to 2003, Campbell annually revised its provision for reclamation
and site restoration cost. During the year, the Company opted for early adoption
of the recommendations of the CICA, which establish standards for the
recognition, measurement and disclosure of liabilities for asset retirement
obligations and the associated asset retirement costs. The cumulative effect of
application of chapter 3110 is presented in note 2 to the financial statements.

RISKS

         The Company does not engage in off balance sheet financing. 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

                                     - 43 -
<PAGE>

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, to offset fluctuations. Since the
resumption of production at Joe Mann Mine, Campbell has sold its entire
production at spot prices.

         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 $49.2 million of total long-term
debt of $60.1 million, are covered by swap agreements with an international
bank.

ACCOUNTING PRINCIPLES

         Accounting principles are stated in note 2 of the 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.

         Campbell has access to the resources required to perform complex
procedures to determine mineral reserve estimates. 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 miner-alized zones. These estimates also change as a result
of various factors including, but not limited to, additional development work,
metal prices, operating costs, research and development on mining methods, and
the permanent infra-structure 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.

         OUTLOOK

         Fiscal 2004 will see the completion of several previously identified
initiatives at the Joe Mann Mine. Production will commence at the Copper Rand
Mine in the fourth quarter of 2004 and, in light of current copper prices,
development of the Corner Bay project will be initiated.

         With a portfolio of quality mining properties, a continued cost
rationalization program, an environment of rising gold and copper prices
together with an experienced and dynamic management team, Campbell is well
positioned to meet its near and medium-term financial objectives.

                                     - 44 -
<PAGE>

OFF-BALANCE SHEET ARRANGEMENT

         The Company does not have any off-balance sheet arrangements that have
bad, or are reasonably likely to have, a current or future effect on the
Company's financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or capital
resources that is material to investors.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

         The Company is committed under contractual obligations for a total
amount of approximately $60.1 million. The minimum payments due in each of the
following periods are as follows:

<TABLE>
<CAPTION>
                                                                    PAYMENTS DUE BY PERIOD
                                              ------------------------------------------------------------------
    CONTRACTUAL OBLIGATIONS                               LESS THAN                                    MORE THAN
      (IN MILLION DOLLARS)                    TOTAL        1 YEAR       1-3 YEARS      3-5 YEARS        5 YEARS
----------------------------------------------------------------------------------------------------------------
<S>                                           <C>         <C>           <C>            <C>             <C>
Long-Term Debt Obligations(1) (2)             60.1           0.2            0.8           6.6              -
Total                                         60.1           0.2            0.8           6.6              -
</TABLE>

----------
Notes:

(1)      An amount of $49 millions is assume by the Swap Agreement. See Item 4 -
         "Information on the Company - Meston Debentures and Preference Shares".

(2)      An amount of $3.3 millions will be converted in common shares. See Item
         4 - "Information on the Company - Campbell Debentures".

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 Company, including
their beneficial ownership of common shares as of March 31, 2004. Unless
otherwise indicated, each nominee holds sole voting and investment power over
his shares.

<TABLE>
<CAPTION>
                                                                                                   NUMBER OF
  NAME & MUNICIPALITY                      PRINCIPAL OCCUPATION                 DIRECTOR            COMMON      PERCENT
      OF RESIDENCE                        AND BUSINESS EXPERIENCE                 SINCE     AGE     SHARES     OF CLASS
      ------------                        -----------------------                 -----     ---     ------     --------
<S>                              <C>                                            <C>         <C>   <C>          <C>
Louis Archambault (1)(3)(4)(5)   President, Groupe Conseil Entraco Inc.,          2001      53     6,000(6)        *
Montreal, Quebec                 Montreal, Quebec, environmental consulting
                                 firm.

Michel Blouin (1)(2)(4)          Secretary of Campbell; Partner, Lavery, de       2000      62     3,000(7)        *
Montreal, Quebec                 Billy, General Partnership, Montreal,
                                 Quebec, law firm; Director of Jaguar Nickel
                                 Inc.; Director of Jilbey Gold Exploration
                                 Ltd., Stingray Resources Inc. and Slam
                                 Exploration Ltd., exploration companies.

Graham G. Clow(2)(5)             Consulting Mining Engineer; Principal,           1996      53      250(8)         *
Toronto, Ontario                 Roscoe Postle Associates Inc., Toronto,
                                 Ontario, geological and mining consultants;
                                 prior to May 2001, President and Chief
                                 Executive Officer, Manhattan Minerals Corp.,
                                 Vancouver, BC.
</TABLE>

                                     - 45 -
<PAGE>

<TABLE>
<CAPTION>
                                                                                                NUMBER OF
  NAME & MUNICIPALITY                   PRINCIPAL OCCUPATION                 DIRECTOR            COMMON      PERCENT
      OF RESIDENCE                     AND BUSINESS EXPERIENCE                 SINCE     AGE     SHARES     OF CLASS
      ------------                     -----------------------                 -----     ---     ------     --------
<S>                           <C>                                            <C>         <C>   <C>          <C>
Andre Y. Fortier (1)          President and Chief Executive Officer of         2000      63    252,834(9)       *
Montreal, Quebec              Campbell; prior to June 2001, Chairman and
                              Chief Executive Officer of MSV Resources
                              Inc. and President and Chief Executive
                              Officer of GeoNova Explorations Inc.;
                              Director of Sequoia Minerals Inc., Quebec,
                              Quebec, and Forest Gate Resources Inc.,
                              Montreal, Quebec, mining and exploration
                              companies.

Nicolas Guay(2)               Chartered Accountant; Owner of Pro Technique    Nominee    64     4,878(10)       *
Quebec, Quebec                Quebec Inc., Quebec, Quebec, electronics
                              company; prior to 2002, Chairman of Aeroport
                              de Quebec; prior to June 2001, Director of
                              GeoNova Explorations Inc., Montreal, Quebec.

James C.                      Chairman of Campbell; Counsel, McCarthy          1993      66     7,500(11)       *
McCartney Q.C. (1)(3) (4)     Tetrault LLP, Toronto, Ontario, law firm;
Toronto, Ontario              prior to January 2003, Partner and Past
                              Chairman, McCarthy Tetrault LLP. Director of
                              Sparton Resources Inc., Toronto, Ontario,
                              exploration company.

G. E. "Kurt" Pralle (2)(3)    Mining and Metallurgical Consultant.             1993      69    10,000(12)       *
Ramsey, New Jersey

James D. Raymond (1)          Private Investor.                                1979      78     1,000(13)       *
Montreal, Quebec
</TABLE>

----------
Notes:

(1)      Member of Executive Committee.

(2)      Member of Audit Committee.

(3)      Member of Compensation Committee.

(4)      Member of Corporate Governance Committee.

(5)      Member of Environmental Committee.

(6)      Excludes 61,500 common shares subject to option.

(7)      Excludes 72,000 common shares subject to option.

(8)      Excludes 85,000 common shares subject to option.

(9)      Excludes 470,000 common shares subject to option.

(10)     Excludes 50,000 common shares subject to option.

(11)     Excludes 160,000 common shares subject to option.

(12)     Excludes 20,000 common shares subject to option.

(13)     Excludes 95,000 common shares subject to option.

*        Less than 1% of the outstanding common shares.

         As of March 31, 2004, the directors and officers of the Company as a
group beneficially owned 333,485 common shares representing approximately 0.3%
of the outstanding common shares excluding 1,013,500 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
Company, has been furnished by the respective directors and officers
individually.

                                     - 46 -
<PAGE>

SENIOR MANAGEMENT

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

<TABLE>
<CAPTION>
                                                                        YEAR
                                                                      APPOINTED        OTHER POSITIONS AND
        NAME                             OFFICE                       TO OFFICE        BUSINESS EXPERIENCE      AGE
<S>                    <C>                                            <C>           <C>                         <C>
Andre Y. Fortier       President and Chief Executive Officer of
                       the Company                                       2000       Business Executive(1)        63

Claude Begin           Executive Vice President & Chief Operating
                       Officer                                           2001       Mining Engineer(2)           57

Alain Blais            Vice President, Development & Geology             2001       Geologist(3)                 48

Lucie Brun             Executive Vice President & Chief
                       Administrative Officer                            2001       Chartered Accountant(4)      46

Michel Blouin          Secretary                                         2003       Lawyer(5)                    62
</TABLE>

----------
Notes:

(1)      See description of Principal Occupation and Business Experience under
         Item 6 - "Directors".

(2)      Prior to joining Campbell in 2001, Mr. Begin 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 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 which she joined in
         1996.

(5)      Mr. Blouin is a partner at the law firm Lavery, de Billy, General
         Partnership.

         The Board of Directors has adopted Standards of Ethical Conduct which
apply to all directors and officers of the Company.

         There is no family relationships between any director or executive
officer and any other director or executive officer.

         There is no arrangement or understanding between any director or
executive officer and any other person pursuant to which the director was
elected or the executive officer was appointed.

EXECUTIVE COMPENSATION

         The following table sets forth information concerning the compensation
paid to the Company'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 Company's three
financial years ended December 31, 2003, December 31, 2002 and December 31,
2001:

                                     - 47 -
<PAGE>

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                             LONG-TERM COMPENSATION
                                                                      -----------------------------------
                               ANNUAL COMPENSATION                              AWARDS            PAYOUTS
-----------------------------------------------------------------------------------------------------------------------
                                                                      SECURITIES    RESTRICTED
                                                      OTHER ANNUAL      UNDER       SHARES OR       LTIP     ALL OTHER
     NAME AND                  SALARY        BONUS   COMPENSATION(2)   OPTIONS      RESTRICTED    PAYOUTS  COMPENSATION
PRINCIPAL POSITION   YEAR       ($)           ($)          ($)           (#)      SHARE UNITS($)    ($)         ($)
-----------------------------------------------------------------------------------------------------------------------
<S>                  <C>    <C>              <C>     <C>              <C>         <C>             <C>      <C>
Andre Y. Fortier     2003   233,653            -          14,500             -          -            -           -
President & Chief    2002   210,288            -          13,500       170,000          -            -           -
Executive Officer    2001   172,961(1)         -          13,500       300,000          -            -      65,000(3)
------------------------------------------------------------------------------------------------------------------
Claude Begin         2003   143,308            -          14,500             -          -            -           -
Executive Vice       2002   131,192            -          13,500        70,000          -            -           -
President & Chief    2001    88,846(4)(5)      -          15,573       100,000          -            -      30,972(4)
Operating Officer
------------------------------------------------------------------------------------------------------------------
Alain Blais          2003   103,847            -          14,500             -          -            -           -
Vice President,      2002    91,154            -          13,500        40,000          -            -           -
Development &        2001    88,654(5)         -          13,500        87,500          -            -           -
Geology
------------------------------------------------------------------------------------------------------------------
Lucie Brun           2003   114,231            -          14,500             -          -            -           -
Executive Vice       2002   100,963            -          13,500        40,000          -            -           -
President & Chief    2001   100,961(5)         -          13,500       117,500          -            -           -
Administrative
Officer
------------------------------------------------------------------------------------------------------------------
Lorna D.             2003   146,100            -               -             -          -            -           -
MacGillivray(6)      2002   130,000            -               -        30,000          -            -           -
Vice President,      2001   130,000            -               -        65,000          -            -           -
Secretary &
General Counsel
------------------------------------------------------------------------------------------------------------------
</TABLE>

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 Company. Mr. Fortier was also
      President and Chief Executive Officer of MSV and GeoNova. MSV and GeoNova
      became wholly-owned subsidiaries of the Company on June 30, 2001. He
      received a monthly fee for his services to the Company until June 2001
      when he became a full time employee of the Company.

(2)   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.

(3)   Amounts paid by MSV.

(4)   Mr. Begin joined the Company on April 24, 2001. He received a housing
      allowance relating to the sale of his home and relocation.

(5)   Includes amounts paid by MSV.

(6)   Mrs. MacGillivray was Vice President, Secretary of General Counsel until
      December 31, 2003.

OPTION/SAR GRANTS IN LAST FINANCIAL YEAR

      The following table sets forth information concerning the grants of
options and stock appreciation rights ("SARs") during the financial year ended
December 31, 2003:

<TABLE>
<CAPTION>
                                                                                      MARKET VALUE OF
                                                 % OF TOTAL                             SECURITIES
                              SECURITIES        OPTIONS/SARS         EXERCISE OR        UNDERLYING
                                UNDER       GRANTED TO EMPLOYEES     BASE PRICE        OPTIONS/SARS      ON EXPIRATION
         NAME                 OPTIONS ($)    IN FINANCIAL YEAR     ($/SECURITY)(3)     DATE OF GRANT          DATE
-----------------------------------------------------------------------------------------------------------------------
<S>                           <C>           <C>                    <C>                <C>                <C>
Andre Y. Fortier                  Nil               Nil                 Nil                 Nil               Nil
President & CEO
-----------------------------------------------------------------------------------------------------------------------
Claude Begin                      Nil               Nil                 Nil                 Nil               Nil
Executive Vice President &
Chief Operating Officer
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

                                     - 48 -

<PAGE>

<TABLE>
<CAPTION>
                                                                                      MARKET VALUE OF
                                                 % OF TOTAL                             SECURITIES
                              SECURITIES        OPTIONS/SARS         EXERCISE OR        UNDERLYING
                                UNDER       GRANTED TO EMPLOYEES     BASE PRICE        OPTIONS/SARS ON      EXPIRATION
         NAME                 OPTIONS ($)    IN FINANCIAL YEAR     ($/SECURITY)(3)     DATE OF GRANT           DATE
-----------------------------------------------------------------------------------------------------------------------
<S>                           <C>           <C>                    <C>                <C>                   <C>
Alain Blais                       Nil               Nil                 Nil                 Nil               Nil
Vice President, Development
& Geology
-----------------------------------------------------------------------------------------------------------------------
Lucie Brun                        Nil               Nil                 Nil                 Nil               Nil
Executive Vice President &
Chief Administrative Officer
-----------------------------------------------------------------------------------------------------------------------
Lorna D. MacGillivray             Nil               Nil                 Nil                 Nil               Nil
Vice President, Secretary
and General Counsel
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

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, 2003 and the value at
December 31, 2003 of unexercised in-the-money options held by each of the Named
Executive Officers:

<TABLE>
<CAPTION>
                                                   AGGREGATE                               VALUE OF UNEXERCISED IN-
                                    SECURITIES       VALUE      UNEXERCISED OPTIONS AT      THE-MONEY OPTIONS/SARS
                                    ACQUIRED ON    REALIZED     FINANCIAL YEAR-END (#)     AT FINANCIAL YEAR-END ($)
              NAME                 EXERCISE (#)       ($)      EXERCISABLE/UNEXERCISABLE   EXERCISABLE/UNEXERCISABLE
--------------------------------------------------------------------------------------------------------------------
<S>                                <C>             <C>         <C>                         <C>
Andre Y. Fortier                        Nil           Nil           382,500/Nil(1)                161,700/Nil
President & Chief Executive
Officer
--------------------------------------------------------------------------------------------------------------------
Claude Begince                          Nil           Nil             170,000/Nil                 61,900/Nil
Executive Vice President & Chief
Operating Officer
--------------------------------------------------------------------------------------------------------------------
Alain Blais                             Nil           Nil             127,500/Nil                 42,925/Nil
Vice President, Development &
Geology
--------------------------------------------------------------------------------------------------------------------
Lucie Brun                              Nil           Nil             157,500/Nil                 55,825/Nil
Executive Vice President, &
Chief Administrative Officer
--------------------------------------------------------------------------------------------------------------------
Lorna D. MacGillivray                 95,000        35,300              Nil/Nil                     Nil/Nil
Vice President,
Secretary & General Counsel
--------------------------------------------------------------------------------------------------------------------
</TABLE>

Note:

(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.

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

                                     - 49 -

<PAGE>

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

<TABLE>
<CAPTION>
                                                 YEARS OF SERVICE
REMUNERATION         ------------------------------------------------------------------------------------
     ($)                15                  20                 25                  30                35
---------------------------------------------------------------------------------------------------------
<S>                  <C>                 <C>                <C>                 <C>               <C>
   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
---------------------------------------------------------------------------------------------------------
</TABLE>

      On December 31, 2003, Mrs. MacGillivray had 10.4 years of credited service
under the Pension Plan.

INDEBTEDNESS OF DIRECTORS AND OFFICERS

      No directors or officers of the Company are indebted to the Company.

GRANT OF STOCK OPTIONS

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

<TABLE>
<CAPTION>
                                                                                   Market
                                                                                  Value of
                                                     Number of      Exercise       Common
                                                      Common         Price         Shares      Vesting Dates of
                                                      Shares          Per            on          Outstanding
              Date of Grant         Expiry Date        Under         Common        Date of         Options
               (MM/DD/YYYY)        (MM/DD/YYYY)       Option         Share          Grant       (MM/DD/YYYY)
<S>          <C>                  <C>                <C>            <C>           <C>         <C>
(a) CURRENT AND PAST NAMED EXECUTIVE OFFICERS OF CAMPBELL, AS A GROUP

(4 persons)  August 6, 2002       August 6, 2007      320,000        $0.67          $0.67     August 6, 2002 (1)

(4 persons)  August 15, 2001      August 15, 2006     385,000        $0.51          $0.51     August 15, 2001

(3 persons)  January 31, 2001     January 31, 2006    220,000        $0.62          $0.62     January 31, 2001
</TABLE>

                                     - 50 -

<PAGE>

<TABLE>
<CAPTION>
                                                                                   Market
                                                                                  Value of
                                                     Number of      Exercise       Common
                                                      Common         Price         Shares      Vesting Dates of
                                                      Shares          Per            on          Outstanding
              Date of Grant         Expiry Date       Under         Common         Date of         Options
               (MM/DD/YYYY)        (MM/DD/YYYY)       Option         Share          Grant        (MM/DD/YYYY)
<S>          <C>                  <C>               <C>             <C>           <C>         <C>
(b) CURRENT AND PAST DIRECTORS OF CAMPBELL WHO ARE NOT LISTED UNDER (a), AS A GROUP

(1 person)   May 14, 2003         May 14, 2008         50,000        $0.44          $0.44     May 14, 2003

(6 persons)  August 6, 2002       August 6, 2007      120,000        $0.67          $0.67     August 6, 2002 (2)

(5 persons)  August 15, 2001      August 15, 2006     218,500        $0.51          $0.51     August 15, 2001 (3)

(4 persons)  January 31, 2001     January 31, 2006    100,000        $0.62          $0.62     January 31, 2001 (2)

(1 person)   March 8, 2000        March 9, 2005        15,000        $3.70          $3.70            (4)

(2 persons)  August 11, 1999      August 10, 2004     20,0000        $4.30          $4.30            (3)

(c) ALL OTHER CURRENT AND PAST EMPLOYEES OF CAMPBELL WHO ARE NOT LISTED UNDER (a) OR (b), AS A GROUP

(4 persons)  October 14, 2003     October 14, 2008     50,000        $0.80          $0.80     October 14, 2003

(8 persons)  August 6, 2002       August 6, 2007       90,000        $0.67          $0.67     August 6, 2002

(6 persons)  August 15, 2001      August 15, 2006      91,250        $0.51          $0.51     August 15, 2001

(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)

Nil

</TABLE>

------------
Notes:

(1)   Includes 20,000 options issued under the Directors' stock option plan.

(2)   Includes 20,000 options issued under the Employee Incentive Plan.

(3)   Includes 10,000 options issued under the Employee Incentive Plan.

(4)   Issued under the Employee Incentive Plan.

EMPLOYEE INCENTIVE PLAN

      The Company maintains an employee incentive plan (the "Employee Incentive
Plan" consisting of the share purchase plan (the "Share Purchase Plan"), the
share option plan (the "Share Option Plan"), the share bonus plan (the "Share
Bonus Plan") and the share loan plan (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 Company
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 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 or the Compensation Committee
may, in its discretion, determine which officers or employees will be

                                     - 51 -

<PAGE>

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 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 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 (the
"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 Company.

      During 2003, 50 000 options were granted to employees under the Share
Option Plan; no options were granted to Named Executive Officers.

      As at December 31, 2003, a total of 1,133,750 common shares were issuable
upon exercise of options under the Share Option Plan including 837,500 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 $4.30 per
share and expire between August 10, 2004 and August 6, 2007.

SHARE PURCHASE PLAN

      The Share Purchase Plan is designed to encourage employees of the Company
to purchase common shares on a regular basis. Employees of the Company who have
been continuously employed by the Company for at least one year, or less at the
discretion of the Compensation Committee or the Board, 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 Company will contribute an
amount equal to 50% of the employee's 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 Company. During 2003,
198,816 common shares were issued pursuant to the Share Purchase Plan.

SHARE BONUS PLAN

      The Share Bonus Plan is intended to promote the interests of the Company
and its shareholders by permitting the Board or the Compensation Committee, in
its discretion, to issue common shares to full-time salaried employees of the
Company as a bonus in recognition of services provided to the Company 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 or the Compensation
Committee. During 2003, 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 Company by assisting such persons to acquire shares of Campbell. The
Compensation Committee may in its discretion make loans to full time officers of
the Company. Such loans shall be subject to such terms and conditions including
rates of interest, if any, as the

                                     - 52 -

<PAGE>

Compensation Committee may consider appropriate. During 2003, no loans were
granted and no loans are outstanding under the Share Loan Plan.

DIRECTORS' STOCK OPTION PLAN

      In August 1993, the Board approved the Directors' stock option plan (the
"Directors' Plan") and shareholders approved the Directors' Plan on May 18,
1994.

      The Directors' Plan is administered by the Board 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 Company on the Toronto Stock Exchange (the
"TSX") 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 Directors' Plan to provide
that the maximum number of shares subject to option under the Directors' 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
Company 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 are
reserved for issuance and 74,000 common shares have been issued.

      At December 31, 2003, options to acquire an aggregate of 566,000 common
shares were outstanding under the Directors' Plan. 74,000 options were exercised
under the Directors' Plan, during 2003.

      On May 14, 2003, 50,000 options were granted to a new director under the
Directors' Plan. The options are fully exercisable at $0.44 per share and have a
five-year term expiring on May 14, 2008.

REMUNERATION OF DIRECTORS

      All directors of the Company 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 Company paid aggregate remuneration of
$51,900 to 8 incumbent and one former director in their capacities as such
during the fiscal period ended December 31, 2003. Mr. Fortier does not receive
director's fees.

      In 2003, the Company engaged the law firm McCarthy Tetrault LLP of which
James C. McCartney, Q.C., a director and chairman of the Company, was a counsel
during 2003 to provide legal advice to the Company. An aggregate of $45,870 was
paid to McCarthy Tetrault LLP for legal services in 2003. The Company also
engaged the law firm Lavery, de Billy, General Partnership of which Michel
Blouin, a director and officer of the Company, is a senior partner, to provide
legal advice to the Company. An aggregate of $18,194 was paid to Lavery, de
Billy, General Partnership for legal services in 2003.

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

      In 2003, the Company purchased directors' and officers' liability
insurance with a liability limit of $10,000,000 for which the Company paid an
annual premium of $195,000. The policy provides for a deductible, payable by the
Company of $100,000 other than for claims brought in the United States in which
case the deductible is $250,000.

                                     - 53 -

<PAGE>

EMPLOYMENT AGREEMENTS

      The Company has entered into employment agreements with its Named
Executive Officers as described below.

      On August 6, 2002, the Company entered into an employment agreement with
Andre Y. Fortier as President and Chief Executive Officer. The agreement
stipulates among other things, a base salary 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 Company entered into an employment agreement with
Lucie Brun as Executive Vice President and Chief Administrative Officer. The
agreement stipulates among other things, a base salary and provides that in the
event that Mrs. 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, Mrs. 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 Mrs.
Brun will immediately become fully exercisable. Such options will expire ninety
days after resignation or termination.

      On August 6, 2002, the Company entered into an employment agreement with
Claude Begin as Executive Vice President and Chief Operating Officer. The
agreement stipulates among other things, a base salary 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 Company entered into an employment agreement with
Alain Blais as Vice President, Development & Geology. The agreement stipulates
among other things, a base salary and provides that in the event that Mr.
Blouin'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 Company entered into an employment agreement with
Lorna D. MacGillivray as Vice President, Secretary and General Counsel. The
agreement stipulates among other things, a base salary and provides that in the
event that Mrs. MacGillivray'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, Mrs. 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 Mrs. MacGillivray will immediately become fully exercisable. Such
options will expire ninety days after resignation or termination. Mrs.
MacGillivray resigned on December 31, 2003.

                                     - 54 -

<PAGE>

COMPENSATION COMMITTEE

      COMPOSITION OF THE COMPENSATION COMMITTEE

      The Compensation Committee of the Board 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 Company and he is also Chairman of the Compensation
Committee. Mr. McCartney is counsel with the law firm McCarthy Tetrault LLP
which provides legal advice to the Company. Neither Mr. Archambault nor Mr.
Pralle is, nor was, at any time, an officer or employee of the Company 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 Company'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 Company'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 Company's shareholders.

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

      BASE SALARY The 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 Company's achievement
      of its growth objectives.

      ANNUAL INCENTIVE COMPENSATION The Company 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.

      STOCK OPTION PROGRAMS Campbell 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.

                                     - 55 -

<PAGE>

      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. No annual incentive awards were
given in 2003.

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 S&P/TSX Composite Index for the five fiscal year periods
commencing December 31, 1998 and ending December 31, 2003.

                COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN

                              [PERFORMANCE GRAPH]

<TABLE>
<CAPTION>
                           Dec. 31, 1998  Dec. 31, 1999  Dec. 31, 2000(2)  Dec. 31, 2001  Dec. 31, 2002  Dec. 31, 2003
----------------------------------------------------------------------------------------------------------------------
<S>                       <C>             <C>            <C>               <C>            <C>            <C>
Campbell                     $100(1)          $ 64           $ 10            $  9           $ 14            $ 26
----------------------------------------------------------------------------------------------------------------------
S&P/TSX Composite Index      $100(1)          $130           $138            $119           $102            $127
----------------------------------------------------------------------------------------------------------------------
</TABLE>

Notes:

(1)   $100 invested on 12/31/98 in stock or index - including reinvestment of
      dividends.

(2)   On May 19, 2000, the share capital of the Company was consolidated on the
      basis of 10 common shares of the Company for 1 new common share.

                                     - 56 -

<PAGE>

CORPORATE GOVERNANCE

      The following sets forth the corporate governance policy of the Company.
In developing the foregoing policy, the Board has taken into account its
statutory duty under the CBCA, being the duty to supervise the management of the
business and affairs of the Company and in discharging such duties, to act
honestly and in good faith with a view to the best interests of the Company 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 Corporate Governance Committee and
tabled and approved by the Board on November 6, 2002.

      The following sets forth the Company's approach to corporate governance in
accordance with the requirement that corporations listed on the TSX disclose on
an annual basis their corporate governance practices and provide an explanation
where those practices differ from the guidelines set out in the TSX Company
Manual.

<TABLE>
<CAPTION>
                                                 DOES THE
                                                 COMPANY                    DESCRIPTION OF THE
      TSX CORPORATE GOVERNANCE GUIDELINES        COMPLY?                     COMPANY PRACTICE
-----------------------------------------------------------------------------------------------------------
<S>                                              <C>           <C>
1.   Board should explicitly assume
     responsibility for stewardship of the
     Company, 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.

                                                               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    Yes           The Board, on an ongoing basis, considers
     Company's business and implementation of                  the principal risks of the Company's
     appropriate risk-managementsystems;                       business and receives reports of
                                                               management's assessment and management of
                                                               those risks.

                                                               The duty of monitoring the technical affairs
                                                               of the Company 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 was established. The
                                                               President and
</TABLE>

                                     - 57 -

<PAGE>

<TABLE>
<CAPTION>
                                                 DOES THE
                                                 COMPANY                    DESCRIPTION OF THE
      TSX CORPORATE GOVERNANCE GUIDELINES        COMPLY?                     COMPANY PRACTICE
-----------------------------------------------------------------------------------------------------------
<S>                                              <C>           <C>
                                                               Chief Executive Officer reports to the Board
                                                               on a quarterly basis which enables the Board
                                                               to monitor the effectiveness of compliance
                                                               with environmental policy.

(c)  Succession planning and monitoring senior   Yes           It is the mandate of the Compensation
     management;                                               Committee to review organizational design,
                                                               succession planning and senior management's
                                                               performance and make recommendations to the
                                                               full Board with respect thereto.

                                                               The performance of the management team is
                                                               also reviewed annually by the Compensation
                                                               Committee in the context of the Company'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
                                                               Annual Report under "Compensation
                                                               Committee". 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
                                                               Company's shareholders to its President and
                                                               Chief Executive Officer. Procedures are in
                                                               place to ensure timely dissemination of
                                                               information about the Company. 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           Yes           The Board directly, and through its Audit
     management systems.                                       Committee, assesses the integrity of, and
                                                               confirms compliance with, the Company's
                                                               internal control systems, financial policies
                                                               and management information systems. The
                                                               Board has adopted a formal Charter that
                                                               details the mandate of the Audit Committee.
                                                               The responsibility of monitoring the
                                                               effectiveness of the Company'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
</TABLE>

                                     - 58 -

<PAGE>

<TABLE>
<CAPTION>
                                                 DOES THE
                                                 COMPANY                    DESCRIPTION OF THE
      TSX CORPORATE GOVERNANCE GUIDELINES        COMPLY?                     COMPANY PRACTICE
-----------------------------------------------------------------------------------------------------------
<S>                                              <C>           <C>
                                                               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.

2.   Majority of directors should be             Yes           The Governance Policy states that the Board
     "unrelated".                                              believes "unrelated", that at least
                                                               two-thirds of the 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 Company.

                                                               The Board is currently comprised of eight
                                                               persons including six directors who are not
                                                               executive officers or employees of Campbell
                                                               and are unrelated to management. The
                                                               President and Chief Executive Officer and
                                                               the Secretary are the remaining members 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       Yes           Mr. McCartney serves as non-executive
     or she is related, and how that conclusion                Chairman. None of the other directors or
     was reached.                                              their associates is an employee or executive
                                                               officer of the Company, nor do any of them
                                                               have material contracts with the Company, or
                                                               receive remuneration in excess of stated
                                                               director's fees. Fees paid to Lavery, de
                                                               Billy, General Partnership of which Mr.
                                                               Blouin is a partner and McCarthy Tetrault
                                                               LLP of which Mr. McCartney was a counsel in
                                                               2003 are described under "Remuneration of
                                                               Directors".
</TABLE>

                                     - 59 -

<PAGE>

<TABLE>
<CAPTION>
                                                 DOES THE
                                                 COMPANY                    DESCRIPTION OF THE
      TSX CORPORATE GOVERNANCE GUIDELINES        COMPLY?                     COMPANY PRACTICE
-----------------------------------------------------------------------------------------------------------
<S>                                              <C>           <C>
4.   Appoint a committee composed exclusively    Yes           The Corporate Governance Committee has been
     of non-management directors, the majority                 given the mandate to, among other things,
     of whom are unrelated, with the                           recommend candidates for the Board and
     responsibility of proposing new board                     annually review credentials of nominees. All
     nominees and assessing directors.                         the members of the Corporate Governance
                                                               Committee are unrelated directors.

5.   Implement a process for assessing the       Yes           The Corporate Governance mandate Committee
     effectiveness of the board, its committees                has been given the to review annually, the
     and individual directors.                                 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           Yes           The Corporate Governance Committee reviews
     programs for new directors.                               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 Company's operations.

7.   Examine the size and composition of the     Yes           The Company is in a growth stage and
     Board and undertake, where appropriate, a                 accordingly, a variety of technical, legal
     program to establish a Board composed of                  and financial experience at the Board level
     members who facilitate effective                          is important. The Corporate Governance
     decision-making.                                          Committee considers the size of the board
                                                               given the business of the Company, with a
                                                               view to the impact of size upon the Board's
                                                               effectiveness. In March 2003, the Corporate
                                                               Governance Committee determined that the
                                                               size of the Board is appropriate and the
                                                               required expertise is 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         Yes           The Compensation Committee periodically
     light of risks and responsibilities.                      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     Yes           Each of the Company's Audit, Compensation,
     of non-management directors and a                         Corporate Governance and Environment
     majority of committee members should be                   Committees is comprised of non-management
     unrelated.                                                directors. The Board has determined that due
                                                               to the
</TABLE>

                                     - 60 -

<PAGE>

<TABLE>
<CAPTION>
                                                 DOES THE
                                                 COMPANY                    DESCRIPTION OF THE
      TSX CORPORATE GOVERNANCE GUIDELINES        COMPLY?                     COMPANY PRACTICE
-----------------------------------------------------------------------------------------------------------
<S>                                              <C>           <C>
                                                               technical nature of the Company'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 Company'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          Yes           A Corporate Governance Committee was formed
     separate committee responsible for                        in May the 2002. The Corporate Governance
     approach to corporate governance                          Committee has been delegated this
     issues.                                                   responsibility by the Board. The Corporate
                                                               Governance Committee considers the general
                                                               policies in connection with corporate
                                                               governance, monitors the implementation and
                                                               administration of policies and guidelines
                                                               and then reports and makes recommendations
                                                               to the full Board. The Governance Policy was
                                                               prepared by the Committee and tabled and
                                                               approved by the full Board on November 6,
                                                               2002. In March 2004, the Corporate
                                                               Governance Committee completed its annual
                                                               review of the Governance Policy and
                                                               recommended to the Company to continue to
                                                               bring its Governance Policy in line with the
                                                               requirements of the Sarbanes-Oxley Act of
                                                               2002, the new continuous disclosure
                                                               obligations adopted by the Canadian
                                                               Securities Administrators and the rules of
                                                               the exchange on which the securities of the
                                                               Company are listed, being the Toronto Stock
                                                               Exchange.

11.  Define limits to management's
     responsibilities by developing mandates
     for:

(a)  The Board                                   Yes           The Board is empowered by the Company's
                                                               incorporating documents and by-laws to
                                                               supervise the management of the affairs and
                                                               business of the Company. The Board is not
                                                               involved in the day-to-day activities of the
                                                               Company. The Board performs its functions
                                                               through quarterly and special meetings and
                                                               has delegated certain of its
                                                               responsibilities to those committees
                                                               described in this Annual Report.

(b)  The Chief Executive Officer                 Yes           The Board has authorized the Chief Executive
                                                               Officer to supervise the business and
                                                               affairs of the
</TABLE>

                                     - 61 -

<PAGE>

<TABLE>
<CAPTION>
                                                 DOES THE
                                                 COMPANY                    DESCRIPTION OF THE
      TSX CORPORATE GOVERNANCE GUIDELINES        COMPLY?                     COMPANY PRACTICE
-----------------------------------------------------------------------------------------------------------
<S>                                              <C>           <C>
                                                               Company and to develop a strategic plan for
                                                               the approval by the Board.

12.  Establish procedures to enable the          Yes           The Board is of the view that it can
     Board function independently of                           function to independently of management. The
     management.                                               Board meets independently when required.
                                                               Time is reserved during each scheduled Board
                                                               meeting for a private discussion without
                                                               management.

13.  (a) Establish an Audit Committee            Yes           The mandate of the Audit Committee is as
     with a specifically defined mandate.                      described above and as set out in the Audit
                                                               Committee Charter.

     (b) All members of the Audit Committee      Yes           The Audit Committee is comprised exclusively
     should be non-management directors.                       of non-management directors.

14.  Implement a system to enable individual     Yes           Individual directors, with the knowledge of
     directors to engage outside advisors, at                  the Chairman, can engage outside advisors.
     the Company's expense.                                    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 Company 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.
</TABLE>

EMPLOYEES

      At March 31, 2003, the Company had 274 employees compared to 273 at
December 31, 2002, all of whom were in Canada. At the Joe Mann Mine,
approximately 167 employees were employed as of December 31, 2003, compared to
182 persons as of December 31, 2002. Of the 167 employees, 125 mine workers were
covered by a collective bargaining agreement with Le Syndicat des
Travailleurs-euses de la Mine Meston (CSN), 20 mill workers were covered by a
collective bargaining agreement with Les Metallurgistes Unis d'Amerique (the
United Steelworkers of America) and 2 nurses were covered by a collective
bargaining agreement with La Federation des Infirmiers et Infirmieres du Quebec
(FIIQ). As at December 31, 2003, MSV had approximately 81 full time employees at
the Copper Rand Mine compared to 85 at December 31, 2002 and 332 at the end of
1996 prior to the suspension of operations, as previously described. At the
Copper Rand Mine, 62 employees were covered by a collective bargaining agreement
with the United Steelworkers of America. The collective agreement has been
renewed for three years in 2002.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

      As of May 19, 2004, the Company had 97,840,526 common shares outstanding.
Each common share entitles its holder to one vote.

                                     - 62 -

<PAGE>

      To the knowledge of the Company, as of May 19, 2004, no person
beneficially owned or exercised control or direction over more than 10% of the
common shares of the Company except as described below. Investissement Quebec is
the beneficial owner of 10,458,591 common shares (10.7%), as at May 19, 2004.

      There are no related party transactions.

ITEM 8. FINANCIAL INFORMATION

FINANCIAL STATEMENTS

      The Company's consolidated financial statements are set out under Item 17.

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 when the mine was not owned by Sotula. 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 26, 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

                                     - 63 -

<PAGE>

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. In December 2003, Queenstake
paid immediately US$850,000 as a final payment of the US$1 million promissory
note.

      In January 2004, the Oujibougoumou Cree initiated legal proceedings
against the Company, claiming that the poor condition of lakes in the region of
Chibougamau, Quebec was due to mining activities in the area. The Public Health
Department, the ministere de l'Environnement (Quebec) and the Quebec Fish and
Wildlife Association began to study the issue. As a temporary measure, the
Company and the plaintiffs jointly agreed to request that proceedings be
suspended for one year. It is not possible to determine either the outcome of
the proceedings or the financial consequences for the Company.

DIVIDEND RECORD AND POLICY

      The Company has not paid a dividend on its common shares since 1984. The
Company'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 Company) 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.

SIGNIFICANT CHANGES

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

ITEM 9. THE OFFER AND LISTING

      The Company'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

<TABLE>
<CAPTION>
       PERIOD             HIGH     LOW          VOLUME
       ------             ----     ---          ------
<S>                       <C>      <C>        <C>
MONTH ENDED
To May 18, 2004           0.69     0.56         811,900
April 2004                0.81     0.69       1,784,900
March 2004                0.85     0.74       2,497,600
February 2004             0.98     0.73       1,711,600
January 2004              0.98     0.72       2,934,900
December 2003             1.09     0.86       2,139,200
November 2003             1.11     0.81       3,166,900
</TABLE>

                                     - 64 -

<PAGE>

<TABLE>
<CAPTION>
       PERIOD             HIGH     LOW          VOLUME
       ------             ----     ---          ------
<S>                       <C>      <C>        <C>
QUARTER ENDED
December 31, 2003         1.11     0.65       8,569,100
September 30, 2003        0.89     0.35       9,407,200
June 30, 2003             0.48     0.33       2,360,500
March 31, 2003            0.67     0.41       2,693,900
December 31, 2002         0.55     0.29       3,309,400
September 30, 2002        0.79     0.50       1,153,300
June 30, 2002             0.91     0.55       6,185,000
March 31, 2002            0.75     0.31       1,613,200
</TABLE>

<TABLE>
<CAPTION>
       PERIOD             HIGH     LOW          VOLUME
       ------             ----     ---          ------
<S>                       <C>      <C>        <C>
FISCAL YEAR ENDED
December 2003             1.11     0.33      23,030,700
December 2002             0.91     0.29      12,260,900
December 2001             1.05     0.26       3,672,790
December 2000             4.50     0.35       1,121,093
December 1999             5.30     2.20       1,071,460
</TABLE>

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

Note:

(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

<TABLE>
<CAPTION>
       PERIOD             HIGH     LOW          VOLUME
       ------             ----     ---          ------
<S>                       <C>      <C>        <C>
MONTH ENDED
To May 18, 2004           0.52     0.41         469,582
April 2004                0.63     0.49         826,166
March 2004                0.66     0.56         426,758
February 2004             0.75     0.55         682,706
January 2004              0.78     0.55       1,544,022
December 2003             0.84     0.67       1,818,848
November 2003             0.84     0.61       1,806,140
</TABLE>

<TABLE>
<CAPTION>
       PERIOD             HIGH     LOW          VOLUME
       ------             ----     ---          ------
<S>                       <C>      <C>        <C>
QUARTER ENDED
December 31, 2003         0.84     0.49       5,143,088
September 30, 2003        0.62     0.26       3,054,800
June 30, 2003             0.49     0.20       1,558,900
March 31, 2003            0.43     0.26       1,452,800
December 31, 2002         0.38     0.18       1,992,283
September 30, 2002        0.51     0.30       1,223,664
June 30, 2002             0.64     0.36       5,008,023
March 31, 2002            0.47     0.18       1,115,033
</TABLE>

                                     - 65 -

<PAGE>

<TABLE>
<CAPTION>
       PERIOD             HIGH     LOW          VOLUME
       ------             ----     ---          ------
<S>                       <C>      <C>        <C>
FISCAL YEAR ENDED
December 2003             0.84     0.20      11,209,588
December 2002             0.45     0.29       9,339,003
December 2001             0.69     0.13       6,322,000
December 2000             3.13     0.19       7,779,420
December 1999             3.80     1.60       1,627,616
</TABLE>

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

Notes:

(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.

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 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 Company's Registration
Statement on Form S-8 (Registration No. 333-93063), which is hereby incorporated
by reference.

      Pursuant to the CBCA, the Company'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
Company consisting of an unlimited number of common shares and an unlimited
number of preferred shares. There are only common shares outstanding. There are
no restrictions on the business that the Company may carry on. The Company'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 Company's Annual Report on Form 10K 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 Company's Current Report on Form 8-K dated May 19, 2000, which is hereby
incorporated by reference, the common shares of the Company 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 Company completed its merger with GeoNova. These Articles of
Arrangement were filed as Exhibit 3.3 to the Company's Annual Report on Form
20-F for the year ended December 31, 2001, which is hereby incorporated by
reference.

ELECTION AND QUALIFICATIONS OF DIRECTORS

      The directors of the Company stand for election at the annual meeting of
shareholders and there are no staggered terms. There is no cumulative voting for
directors of the Company. There is no provision in the Articles or By-laws that
imposes a requirement for retirement or non-retirement of directors.

                                     - 66 -

<PAGE>

      There is no provision in the Company's Articles or By-laws that a director
be required to hold a share in the capital of the Company as a qualification for
his office, but he must be qualified to become or act as a director as required
by the CBCA. The CBCA provides that no person is qualified to act as a director
if that person is less than 18 years of age; is a person who has been found to
be a person of unsound mind by a court in Canada; a person who is not an
individual; or is a person who has the status of bankrupt.

      The CBCA provides that a director of a Company may be removed if the
shareholders by ordinary resolution at a special meeting vote to remove a
director or directors from office.

MEETINGS

      The CBCA provides that the Company must hold an annual meeting of its
shareholders not later than 15 months after holding the last preceding annual
meeting but no later than 6 months after the end of the Company's preceding
financial year. The Company must give notice of any meeting to its shareholders
entitled to receive notice not more than 60 days prior to and not less than 21
days before the date of meeting. The CBCA requires the directors of a company to
provide with the notice of a general meeting a form of proxy for use by every
member entitled to vote at such meeting as well as an information circular
containing prescribed information regarding the matters to be dealt with and the
conduct of the meeting.

      Under the CBCA, the directors of the Company may call a meeting of
shareholders and one or more shareholders holding not less than 5% of the issued
voting shares of the Company may give notice to the directors requiring them to
call and hold a meeting.

LIMITATIONS ON OWNERSHIP OF SECURITIES

      Except as described below under "Exchange Controls", there are no
limitations on the right to own securities imposed by foreign law to the
Company's knowledge or by the Articles of the Company.

CHANGE IN CONTROL OF COMPANY

      There are no provisions in the Company's Articles or By-laws that would
have the effect of delaying, deferring, or preventing a change in control of the
Company and that would operate only with respect to a merger, acquisition or
corporate restructuring of the Company or its subsidiaries.

MATERIAL CONTRACTS

      Royalty Agreement between Meston Resources and Repadre Capital Corporation
dated April 23, 1993 as amended June 30, 2001, as described under Item 4 -
"Information on the Company".

      Merger Agreement dated May 7, 2001 between the Campbell, MSV and GeoNova
pursuant to which MSV and GeoNova became wholly-owned subsidiaries of the
Company, as described under Item 4 - "Information on the Company".

Option agreement dated June 8, 2003 between Campbell and Wolfden as described
under Item 4 - "Information on the Company".

                                     - 67 -

<PAGE>

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").

      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 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

                                     - 68 -

<PAGE>

      (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, 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-

                                     - 69 -

<PAGE>

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 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.

                                     - 70 -

<PAGE>

      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 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.

                                     - 71 -

<PAGE>

      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 a foreign

                                     - 72 -

<PAGE>

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 Annual Report or any other disclosure by making a request to the Company
in writing.

SUBSIDIARY INFORMATION

      Information relating to the Company's subsidiaries is contained in Item 4
- Information on the Company particularly under "Organizational Structure" and
in Item 19 under "Exhibit 8.1".

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.

                                     - 73 -

<PAGE>

GOLD RISK DISCLOSURES

      The results of the Company's operations are affected significantly by the
market price of gold. See disclosure in Notes 10(c), 13, 16(a) and 19(c). 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.

      The Company'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 Company'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 Company's operations the Company may enter into fixed forward contracts
to sell United States dollars and buy Canadian dollars. At December 31, 2003 the
Company had no forward contracts to sell United States dollars. (See under
heading "Currency And Metric Equivalents")

OTHER FINANCIAL INSTRUMENT RISK DISCLOSURES

      At December 31, 2003, the Company had US$2,251,000 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 Company 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 Company believes that no
single company has sufficient market power to materially affect the price or
supply of gold in the world market.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES - NOT APPLICABLE

                                     PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES - NONE

                                     - 74 -

<PAGE>

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHT OF SECURITY HOLDERS AND USE OF
         PROCEEDS - NONE

ITEM 15. CONTROLS AND PROCEDURES

      The Company's Chief Executive Officer and Chief Financial Officer have
conducted an evaluation of the effectiveness of disclosure controls and
procedures pursuant to Rules 13a-15 and 15d-15 of the Securities Exchange Act of
1934, as amended, as of the end of the period covered by this Annual Report (the
"Evaluation Date"). Based on that evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that, as of the Evaluation Date, 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

ITEM 16 A. AUDIT COMMITTEE FINANCIAL EXPERT

      Messrs. Blouin, Clow, Guay and Pralle, all of whom are non-management and
unrelated directors with the exception of Mr. Blouin, currently comprise the
Audit Committee. Mr. Pralle is Chairman of the Audit Committee. Messrs. Blouin,
Clow, Guay and Pralle satisfy the current requirements of the TSX, relating to
the independence and the qualification of the members of the Audit Committee.

      Nicolas Guay, who is a qualified Chartered Accountant, is the owner of
ProTechnique Quebec inc., a company doing business in the field of electronics.
Until 2002, he was Chairman of Aeroport de Quebec. From July 1999 to June 2001,
he was director of GeoNova.

      The Board of Directors of Campbell has determined that Mr. Guay qualifies
as an "audit committee financial expert".

ITEM 16 B. CODE OF ETHICS

      As part of its stewardship responsibilities, the Board of Directors has
approved formal "Standards of Ethical Conduct" that govern the behaviour of the
directors, officers and employees of the Company. The Board monitors compliance
with these standards and is responsible for the granting of any waivers from
these standards to directors or officers. Disclosure will be made by the Company
of any waiver from these standards granted to the directors or officers of the
Company in the quarterly report of the Company that immediately follows the
grant of such waiver. No waiver has been granted to date. A copy of the
"Standards of Ethical Conduct" is filed as Exhibit 11.1 to this Annual Report on
Form 20-F.

ITEM 16 C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

(a) AUDIT FEES

      The aggregate fees billed for professional services rendered by Samson
Belair / Deloitte & Touche s.e.n.c.r.l., the principal accountant for the
Company, for the audit of the Company's annual financial statements and services
normally provided by such accountants in connection with the Company's statutory
and regulatory filings for the Company's fiscal year ended December 31, 2003,
were $118,893 (2002 - $139,000).

                                     - 75 -

<PAGE>

(b) AUDIT-RELATED FEES

      The aggregate fees billed for assurance and related services by Samson
Belair / Deloitte & Touche s.e.n.c.r.l. that are reasonably related to the
performance of the audit or review of the Company's financial statements were
$9,750 for the Company's fiscal year ended December 31, 2003 (2002 - Nil).

(c) TAX FEES

      The aggregate fees billed for products and services rendered by Samson
Belair / Deloitte & Touche s.e.n.c.r.l. for tax compliance, tax advice and tax
planning for the Company's fiscal ended December 31, 2003 were $12,000 (2002 -
$22,544 for tax compliance for the 2002 fiscal year). Such services included
special tax service rendered in connection with a notice of assessment issued by
the fiscal authorities.

(d) ALL OTHER FEES

      There were no additional fees billed for professional services rendered by
Samson Belair / Deloitte & Touche s.e.n.c.r.l. other than the fees reported in
this Item 16C above for the Company's fiscal year ended December 31, 2003
(2002-Nil).

(e) AUDIT COMMITTEE'S PRE-APPROVAL POLICIES

      The Audit Committee approves the engagement terms for all audit and
non-audit services to be provided by the Company's accountants before such
services are provided to the Company or any of its subsidiaries.

      The Audit Committee approved one hundred percent (100%) of the services
provided to the Company and its subsidiaries described in Items 16C (b) through
(d) above.

(f) AUDITORS USE OF NON-PERMANENT EMPLOYEES

      None of the hours expended by Samson Belair / Deloitte & Touche
s.e.n.c.r.l. on its engagement to audit the Company's financial statements for
the fiscal year ended December 31, 2003, were performed by persons other than
fulltime permanent employees of Samson Belair / Deloitte & Touche s.e.n.c.r.l.

ITEM 16 D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES - NONE

ITEM 16 E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
           PURCHASERS - NONE

                                    PART III

ITEM 17. FINANCIAL STATEMENTS

      The Company 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 -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 19. For a history of the exchange rates which were
in effect for Canadian dollars against U.S. dollars, see "Currency and Metric
Equivalents".

                                     - 76 -

<PAGE>

FIVE-YEAR COMPARATIVE SUMMARY OF SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                                                  (EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS EXCEPT PER SHARE AMOUNTS)
                                                    2003          2002           2001            2000           1999
------------------------------------------------------------------------------------------------------------------------
                                                      $             $              $               $              $
                                                               (Restated)     (Restated)      (Restated)      (Restated)
<S>                                               <C>          <C>            <C>             <C>             <C>
OPERATING RESULTS (in thousands)
Metal Sales                                         22,307        14,711              -          15,682         22,465
Loss from operations                                 6,368         7,023          5,305          44,675            N/A
Net Loss                                             3,940         5,361          4,566          42,025         11,916
Cash flow used in operations                         4,380         4,994            787          13,800         10,277
Capital expenditures                                 4,193         4,256          1,789           7,196          3,526
----------------------------------------------------------------------------------------------------------------------
FINANCIAL POSITION (in thousands)
Cash and short-term deposits                         4,752         3,432          2,761           4,548         18,219
Money market instruments                                 -             -              -               -          7,958
Total assets                                       159,773       133,866        112,333          77,960        113,530
Long-term debt                                      59,589        56,468         55,974          52,224         51,809
Capital Stock                                       55,429        30,013         24,620         125,355        125,339
Shareholders' equity                                45,803        24,284         24,250          13,468         75,673
----------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net loss per share                                    0.07          0.13           0.19            2.66           0.81
Book value per share                                  0.53          0.50           0.68            0.85           4.82
----------------------------------------------------------------------------------------------------------------------
OPERATIONS STATISTICS
Gold production - ounces                            42,700        32,500              -          38,400         53,700
Gold revenue per ounce -US dollars                     369           321              -             279            276
Cash cost per ounce - US dollars                       375           361              -             463            292
----------------------------------------------------------------------------------------------------------------------
SHARE OUTSTANDING (in thousands)
At year end                                         86,762        44,478         32,562          15,784         15,715
Weighted average during year                        55,251        40,230         23,720          15,733         15,695
----------------------------------------------------------------------------------------------------------------------
</TABLE>

SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

<TABLE>
<CAPTION>
                                                 (expressed in thousands of Canadian dollars except per share amounts)
YEAR ENDED DECEMBER 31, 2003                       1st Quarter       2nd Quarter       3rd Quarter       4th Quarter
----------------------------------------------------------------------------------------------------------------------
                                                        $                 $                 $                 $
                                                   (RESTATED)       (RESTATED)       (RESTATED)
<S>                                              <C>                 <C>               <C>               <C>
Metal sales                                           4,628             6,331             6,159             5,189
Loss from operations                                 (2,319)           (2,647)             (103)           (1,299)
Net earning (loss)                                   (2,041)           (2,357)              540               (82)
Net earning (loss) per share                          (0.04)            (0.04)             0.01              0.00
</TABLE>

YEAR ENDED DECEMBER 31, 2002

<TABLE>
<CAPTION>
                                                        $                 $                 $                 $
                                                    (RESTATED)      (RESTATED)        (RESTATED)       (RESTATED)
<S>                                                 <C>               <C>               <C>               <C>
Metal sales                                               -             3,716             3,620             7,355
Net earning (loss) from operations                     (699)           (1,644)           (2,846)           (1,864)
Net earning (loss)                                     (747)             (606)           (2,957)           (1,051)
Net earning (loss) per share                          (0.02)            (0.02)            (0.07)            (0.02)
</TABLE>

                                     - 77 -

<PAGE>

                      Consolidated financial statements of
                            CAMPBELL RESOURCES INC.
                        December 31, 2003, 2002 and 2001

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 Belair / Deloitte &
Touche s.e.n.c.r.l., 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) Andre Y. Fortier                    By: (s) Lucie Brun
President and Chief Executive Officer       Executive Vice-President
                                            and Chief Administrative Officer

                                     - 78 -

<PAGE>

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.
as at December 31, 2003 and 2002 and the consolidated statements of operations,
deficit and cash flows for each of the years in the three-year period ended
December 31, 2003. 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,
2003 and 2002 and the results of its operations and its cash flows for each
period, included in the three-year period ended December 31, 2003, in accordance
with Canadian generally accepted accounting principles.

(s) Samson Belair Deloitte & Touche s.e.n.c.r.l.
Chartered Accountants
Montreal, Quebec
February 25, 2004

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, 2004, 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.

                                     - 79 -

<PAGE>

CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31
(EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                          2003         2002          2001
--------------------------------------------------------------------------------------------
                                                           $            $             $
                                                                    (Restated)    (Restated)
<S>                                                      <C>        <C>           <C>
METAL SALES                                              22,307       14,711             -
------------------------------------------------------------------------------------------

Expenses
    Mining                                               23,011       16,608             -
    Depreciation and amortization                         4,466        3,532            43
    General administration                                1,777        1,815         2,113
    Care and maintenance                                    242          223         2,388
    Indemnity in lieu of notice                               -            -           300
------------------------------------------------------------------------------------------
                                                         29,496       22,178         4,844
------------------------------------------------------------------------------------------

Loss before the following items                           7,189        7,467         4,844

Interest expense on long-term debt (Note 12)                769          668           461
Interest income (Note 4)                                 (1,854)      (1,268)            -
Amortization of deferred charges                            264          156             -
------------------------------------------------------------------------------------------
Loss from operations                                      6,368        7,023         5,305
------------------------------------------------------------------------------------------

Other (income) expense
    Gain on sale of subsidiaries (Note 13)               (2,296)        (777)          (49)
    Other income                                           (373)      (1,000)         (617)
    Share of loss of affiliate                              190           53             -
------------------------------------------------------------------------------------------
                                                         (2,479)      (1,724)         (666)
------------------------------------------------------------------------------------------

Loss before taxes and non-controlling interest            3,889        5,299         4,639

Income and mining tax expense (recovery) (Note 14)           81           62           (73)
------------------------------------------------------------------------------------------
                                                          3,970        5,361         4,566

Non-controlling interest                                    (30)           -             -
------------------------------------------------------------------------------------------
NET LOSS                                                  3,940        5,361         4,566
==========================================================================================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES ('000)          55,251       40,230        23,720
==========================================================================================

BASIC AND FULLY DILUTED LOSS PER SHARE                     0.07         0.13          0.19
==========================================================================================
</TABLE>

See notes to the consolidated financial statements.

                                     - 80 -

<PAGE>

CONSOLIDATED STATEMENTS OF DEFICIT
YEARS ENDED DECEMBER 31
(EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS)

<TABLE>
<CAPTION>
                                                                2003          2002          2001
---------------------------------------------------------------------------------------------------
                                                                  $             $             $
                                                                           (Restated)    (Restated)
<S>                                                            <C>         <C>           <C>
BALANCE, BEGINNING OF YEAR
    As previously reported                                      7,068         3,855        113,145

    Adjustment for change in an accounting policy with
        respect to asset retirement obligations (Note 2)            -        (2,148)        (2,359)

--------------------------------------------------------------------------------------------------
    As restated                                                 7,068         1,707        110,786

Transfer from the stated capital account
    to eliminate deficit (Note 11 b))                               -             -       (113,645)

Net loss                                                        3,940         5,361          4,566

Expired warrants (Note 11 d))                                  (1,081)            -              -
--------------------------------------------------------------------------------------------------
BALANCE, END OF YEAR                                            9,927         7,068          1,707
==================================================================================================
</TABLE>

See notes to the consolidated financial statements.

                                     - 81 -

<PAGE>

CONSOLIDATED BALANCE SHEETS
AS AT DECEMBER 31
(EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS)

<TABLE>
<CAPTION>
                                                                             2003            2002
-----------------------------------------------------------------------------------------------------
                                                                               $               $
                                                                                           (Restated)
<S>                                                                         <C>            <C>
ASSETS

Current assets
    Cash and cash equivalents                                                 4,752           3,432
    Restricted cash                                                             234               -
    Short-term investments                                                      536             315
    Receivables                                                               2,125           3,718
    Settlements receivable                                                    2,128           4,161
    Notes receivable (Note 4)                                                   590           1,903
    Inventories of ore and supplies (Note 5)                                  4,699           3,040
    Prepaids                                                                    635             555
---------------------------------------------------------------------------------------------------
                                                                             15,699          17,124
Amount receivable from Copper Rand/Portage Restoration Fiduciary
    Trust (Note 6)                                                            2,918           2,753
Notes receivable (Note 4)                                                    26,145          26,735
Investment (Note 3)                                                               -           6,447
Restricted deposits and swap agreement (Note 7)                              49,173          48,900
Future income taxes (Note 14)                                                 1,516           2,350
Mining interests (Note 8)                                                    59,669          25,213
Accrued benefit asset (Note 17)                                               2,460           1,732
Deferred charges and other assets (Note 9)                                    2,193           2,612
---------------------------------------------------------------------------------------------------
                                                                            159,773         133,866
===================================================================================================

LIABILITIES

Current liabilities
    Accounts payable                                                          4,829           6,280
    Accrued liabilities                                                       3,302           3,139
    Current portion of long-term debt (Note 10)                                 490           2,698
---------------------------------------------------------------------------------------------------
                                                                              8,621          12,117

Asset retirement obligations                                                  7,112           6,710
Long-term debt (Note 10)                                                     59,589          56,468
Future income taxes (Note 14)                                                 2,216           2,350
Deferred royalty (Note 4)                                                    30,373          31,835
Other liabilities                                                               314             102
Non-controlling interest                                                      5,745               -
---------------------------------------------------------------------------------------------------
                                                                            113,970         109,582
---------------------------------------------------------------------------------------------------

SHAREHOLDERS' EQUITY
    Capital stock (Note 11)                                                  55,429          30,013
    Warrants and stock options (Note 11)                                        301           1,339
    Deficit                                                                  (9,927)         (7,068)
---------------------------------------------------------------------------------------------------
                                                                             45,803          24,284
---------------------------------------------------------------------------------------------------
                                                                            159,773         133,866
===================================================================================================
</TABLE>

See notes to the consolidated financial statements.

APPROVED BY THE BOARD

(Signed)                                     (Signed)
ANDRE Y. FORTIER                             G.E. "KURT" PRALLE
Director                                     Director

                                     - 82 -

<PAGE>

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31
(EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS)

<TABLE>
<CAPTION>
                                                                          2003             2002             2001
-------------------------------------------------------------------------------------------------------------------
                                                                            $                $                $
                                                                                        (Restated)       (Restated)
<S>                                                                      <C>            <C>              <C>
OPERATING ACTIVITIES
    Net loss                                                             (3,940)          (5,361)          (4,566)
    Items not involving cash and cash equivalents
      Depreciation and amortization                                       4,466            3,532               43
      Gain on sale of subsidiaries (Note 13)                             (2,296)            (777)             (49)
      Loss on repurchase of royalty (Note 4)                                559                -                -
      (Gain) loss on sale of short-term investments                        (112)               -               53
      Share of loss of affiliate                                            190               53                -
      Asset retirement accretion expense                                    237              224              211
      Amortization of deferred charges and other assets                     315              191              118
      Deferred royalty amortization                                      (1,462)            (565)               -
      Unrealized foreign exchange (gain) loss                              (717)             (38)             386
      Accretion of credit facility                                          206                -                -
      Stock options granted (Note 11 c))                                     43                -                -
      Deferred interest accrued on long-term debt                           136              252              127
      Non-controlling interest                                              (30)               -                -
      Excess of pension plan expense (credit) over amounts paid               -              (25)            (224)
      Other                                                                 (78)            (115)             (98)
    Changes in non-cash working capital (Note 15 a))                     (1,897)          (2,365)           3,212
-----------------------------------------------------------------------------------------------------------------
    Cash used for operating activities                                   (4,380)          (4,994)            (787)
-----------------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
    (Decrease) increase in debentures and other debt                     (2,644)           2,947             (571)
    Issuance of capital stock (Note 11 b))                                8,641            5,934              445
    Other liabilities                                                         -              (26)            (100)
    Other                                                                     -                -              132
-----------------------------------------------------------------------------------------------------------------
    Cash provided by (used for) financing activities                      5,997            8,855              (94)
-----------------------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES
    Restricted cash                                                        (234)               -              840
    Notes receivable (Note 4)                                             1,902            2,726            1,037
    Business acquisitions, net of cash (Note 3)                             (41)               -             (100)
    Increase in mining interests                                         (4,193)          (4,256)          (1,789)
    Proceeds on sale of subsidiaries (Note 13)                            1,492                -                -
    Proceeds on sale of short-term investments                              729                -                -
    Proceeds on sale of mining assets                                        48               65                -
    Increase in deferred charges and other assets                             -           (1,725)            (982)
-----------------------------------------------------------------------------------------------------------------
    Cash used for investing activities                                     (297)          (3,190)            (994)
-----------------------------------------------------------------------------------------------------------------

Effect of exchange rate change on cash and
    cash equivalents                                                          -                -               88
-----------------------------------------------------------------------------------------------------------------

Increase (decrease) in cash and cash equivalents                          1,320              671           (1,787)
Cash and cash equivalents, beginning of year                              3,432            2,761            4,548
-----------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF YEAR                                    4,752            3,432            2,761
=================================================================================================================
</TABLE>

See notes to the consolidated financial statements.

Supplementary information (Note 15 b))

                                     - 83 -

<PAGE>

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002, 2001
(TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS)

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 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 19.

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 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.

                                     - 84 -

<PAGE>
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.

Investments

Short-term investments are recorded at the lower of cost and net realizable
value.

The entity in which the Company has the ability to exercise significant
influence was 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.

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.

Deferred charges and other assets

Deferred charges and 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
11 c). No compensation expense for these plans was recognized prior to 2003,
when stock options were 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.

                                     - 85 -

<PAGE>
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 established 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. For
fiscal years beginning on or after January 1, 2002, Section 3870 of the CICA
Handbook allows the presentation of pro forma information related to net
earnings and earnings per share as if the fair value based method had been used.
This pro forma data is presented in Note 11 c).

For 2003 and in accordance with the revised Section 3870 of the CICA Handbook,
the Company prospectively adopted the fair value based method to account for
stock-based compensation costs arising from awards to employees.

Asset retirement obligations

During the year, the Company opted for early adoption of the recommendations of
Section 3110 of the CICA Handbook, entitled "Asset Retirement Obligations". This
section establishes standards for the recognition, measurement and disclosure of
liabilities for asset retirement obligations and the associated asset retirement
costs.

The estimated costs of asset retirement obligations are based on periodic
evaluations by Company management and engineers. In addition, the Company's
financial personnel estimate the appropriate risk-free credit adjusted interest
rate and annual inflation rate to use in calculating the asset retirement
obligations. The Company uses its recent borrowing experience in determining the
appropriate risk-free interest rate to use. The annual inflation rate used in
the computations is based on the previous year average consumer price index of
Canada. Changes in such estimates could significantly affect the Company's
operating costs and net income.

This new section was adopted retroactively with the restatement of previous
years' financial statements and had the following effect on the accounts of the
Company.

<TABLE>
<CAPTION>
                                                                   Increase     Decrease
                                                                   ---------------------
                                                                      $             $
<S>                                                                <C>          <C>
Deficit as at January 1, 2001                                                     2,359

Balance sheet accounts as at December 31, 2002
   Amount receivable from the Copper Rand/Portage
     Restoration Fund                                               2,753
   Mining interests                                                                 620
   Asset retirement obligations                                     6,710
   Provision for rehabilitation and restoration of mine sites                     6,500
   Deficit                                                                        1,923
</TABLE>

<TABLE>
<CAPTION>
                                                                     2002         2001
                                                                   ---------------------
                                                                      $             $
<S>                                                                  <C>          <C>
Consolidated statements of operations
   Mining expenses increase                                          168             -
   Care and maintenance expenses increase                             56           211
</TABLE>

                                     - 86 -

<PAGE>

Income taxes

The Company accounts for its income taxes by using 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.

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

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.

Translation of foreign currency

Revenue and expenses denominated in foreign currencies are recorded at the rate
of exchange prevailing at the transaction date. Monetary assets and liabilities
denominated in foreign currencies are translated at exchange rates prevailing at
the balance sheet dates. Unrealized translation gains and losses are reflected
in net loss.

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

                                     - 87 -

<PAGE>

of exchange for the year for the statement of operations. Exchange gains or
losses were included as a separate component of shareholders' equity as foreign
currency translation adjustment.

Recent accounting changes

In 2003, the CICA issued Accounting Guideline 14, Disclosure of Guarantees, with
the effective date for financial statements of interim and annual periods
beginning on or after January 1, 2003. This guideline provides guidance
regarding the identification of guarantees and requires a guarantor to disclose
the significant details of guarantees that have been given regardless of whether
the guarantor will have to make payments under the guarantees. The Company has
made all appropriate disclosures in the consolidated financial statements.

The CICA issued Handbook Section 3475, entitled "Disposal of Long-lived Assets
and Discontinued Operations", which applies to disposal activities initiated by
an enterprise's commitment to a plan on or after May 1, 2003. The new section
provides guidance on recognizing, measuring, presenting and disclosing
long-lived assets to be disposed of and replaces the disposal provisions in
Section 3475, "Discontinued Operations" and Section 3061, "Property, Plant and
Equipment". This new section had no effect on the consolidated financial
statements.

Future accounting changes

The CICA issued Accounting Guideline 13, entitled "Hedging Relationships", which
deals with the identification, documentation and effectiveness of hedges and
also the discontinuance of hedge accounting, but does not specify hedge
accounting methods. This guidance is applicable to hedge relationships in effect
in fiscal years beginning on or after July 1, 2003.

The CICA issued Handbook Section 3063, entitled "Impairment of Long-lived
Assets", which is effective for fiscal years beginning on or after April 1,
2003. This section provides guidance on recognizing, measuring and disclosing
impairment of long-lived assets. It replaces the write-down provisions in
Section 3061, "Property, Plant and Equipment".

The Company is currently evaluating the impact of the adoption of these new
standards and guidance.

                                     - 88 -

<PAGE>

3. BUSINESS ACQUISITIONS

On October 1, 2003, the Company acquired a second portion of 50% of the
outstanding shares of Copper Rand Corporation Inc. ("CCR"), bringing its
interest to 76%. This acquisition was recorded using the acquisition method and
is summarized as follows:

<TABLE>
<CAPTION>
                                                                        $
<S>                                                                 <C>
Assets acquired
     Cash and cash equivalents                                            4
     Inventories                                                      1,953
     Mining interests                                                34,861

Liabilities assumed
     Accounts payable                                                  (135)
     Due to a subsidiary of the Company                              (3,850)
     Future income taxes                                               (700)
     Long-term debt (a)                                             (14,658)
     Deferred subsidy                                                   (97)
     Other liabilities                                                 (300)
     Minority interest                                               (5,776)
---------------------------------------------------------------------------
Fair value of net assets acquired                                    11,302
===========================================================================

Consideration
     Issuance of common shares (12,195,120 shares) (b)                5,000
     Acquisition costs                                                   45
     Initial investment of 26% in CCR                                 6,257
---------------------------------------------------------------------------
                                                                     11,302
===========================================================================
</TABLE>

(a)   Part of the credit facility due to Investissement Quebec was reimbursed
      simultaneously with the acquisition of CCR on October 1, 2003 in
      consideration of the issuance of 10,458,591 common shares of the Company
      for a value of $8,157,701. The value of the shares issued as consideration
      was determined using the average closing share price on the TSX over a
      reasonable period before and after the agreement date.

(b)   The value of the shares issued as consideration for the business
      acquisition was determined using the average closing share price on the
      TSX over a reasonable period before and after the date the terms of the
      acquisition of the 50% interest in CCR were agreed to by the parties.

                                     - 89 -

<PAGE>

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

<TABLE>
<CAPTION>
                                                                   MSV          GNE            Total
                                                               ----------------------------------------
                                                                    $            $               $
                                                               (Restated)                    (Restated)
<S>                                                            <C>              <C>          <C>
Assets acquired
     Cash and cash equivalents                                       650            9             659
     Receivables                                                   1,977           33           2,010
     Inventories                                                     623            -             623
     Prepaids                                                        257            7             264
     Amount receivable from Copper Rand/Portage
       Restoration Fiduciary Trust                                 2,450            -           2,450
     Investments                                                   6,544           21           6,565
     Mining interests                                              3,613        3,817           7,430
     Accrued benefit asset                                           978            -             978
     Other assets                                                    102            -             102

Liabilities assumed
     Accounts payable                                               (493)         (60)           (553)
     Accrued liabilities                                            (264)         (17)           (281)
     Asset retirement obligations                                 (3,330)           -          (3,330)
     Convertible debentures and other debt                        (3,727)           -          (3,727)
     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) (a)             8,822        3,174          11,996
     Acquisition costs                                               558          201             759
-----------------------------------------------------------------------------------------------------
                                                                   9,380        3,375          12,755
=====================================================================================================
</TABLE>

(a)   The value of the shares issued as consideration was determined using the
      average closing share price on the TSX over a reasonable period before and
      after June 30, 2001.

4.    NOTES RECEIVABLE

In previous years, the Company executed royalty sales for an aggregate amount of
$32,400,000 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 an 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.

During 2003, the Company repurchased the tranche of royalty based on future
production of the Corner Bay property for $10,814,000, realized a loss of
$559,000, which is equal to accrued interest receivable as at the repurchase
date, and sold a tranche of royalty on the future production of the Joe Mann
property for $10,255,000.

                                     - 90 -

<PAGE>
The notes receivable bear a yearly interest rate of 6.25%. An amount of $590,000
is receivable on February 2, 2004, and the balance of $26,145,000 is receivable
on December 31, 2011.

5. INVENTORIES OF ORE AND SUPPLIES

<TABLE>
<CAPTION>
                        2003      2002
                       ---------------
                         $         $
<S>                    <C>       <C>
Ore                      453       645
Supplies               4,246     2,395
--------------------------------------
                       4,699     3,040
======================================
</TABLE>

6. AMOUNT RECEIVABLE FROM COPPER RAND/PORTAGE RESTORATION FIDUCIARY TRUST

As at December 31, 2003, the subsidiary, MSV, has access to an environmental
fund, the Copper Rand/Portage Restoration Fiduciary Trust, totalling
approximately $4,100,000 ($3,900,000 in 2002). This fund is held in trust by a
trust company, Computershare of Canada, for the rehabilitation and restoration
of sites acquired in 1993 by MSV from Westminster Canada Limited ("Westminer");
the sites are Copper Rand, Portage, Jaculet and Copper Cliff. At the time it was
created, this fund was not recorded, as it had been provided by Westminster and
could only be used by the Company for the restoration of these sites.

Given that the subsidiary, MSV, has a legal obligation to undertake future
rehabilitation work on these sites, and since MSV has access to an environmental
fund, the Company has recorded the asset retirement obligations totalling
$2,450,000 as at June 30, 2001, the acquisition date of MSV by the Company, in
accordance with the provisions of Section 3110 of the CICA Handbook and also
recorded a receivable equal to the environmental fund. In the coming years, the
receivable from the environmental fund will change at the same pace as the
corresponding restoration liability but at no time will it be allowed to exceed
the amounts available in the environmental fund. As at December 31, 2003, the
asset retirement obligations total $2,918,000.

In the event that the funds available to undertake the rehabilitation work are
insufficient, the shortfall would be assumed equally by the Company and the
James Bay Development Corporation in accordance with the agreement reached in
1993. If, on the other hand, there was a surplus after completion of the
rehabilitation work, the surplus would be divided in equal parts between the two
companies in accordance with the provisions of the 1993 agreement.

7. RESTRICTED DEPOSITS AND SWAP AGREEMENT

As described in Note 10 a), the Company, in 1991, 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 $50,000,000, which is due at the end of the financing
arrangement.

                                     - 91 -

<PAGE>

8. MINING INTERESTS

<TABLE>
<CAPTION>
                                                2003
                                -------------------------------------
                                            Accumulated
                                            depreciation
                                                and          Net book
                                 Cost       amortization       value
                                -------     ------------     --------
                                   $             $              $
<S>                             <C>         <C>              <C>
Property, plant and equipment    39,764        19,042         20,722
Mining properties               149,787       110,840         38,947
                                -------       -------         ------
                                189,551       129,882         59,669
                                =======       =======         ======
</TABLE>

<TABLE>
<CAPTION>
                                                2002
                                             (Restated)
                                -------------------------------------
                                            Accumulated
                                            depreciation
                                                and          Net book
                                 Cost       amortization       value
                                -------     ------------     --------
                                   $             $              $
<S>                             <C>         <C>              <C>
Property, plant and equipment    30,246        15,994         14,252
Mining properties               120,361       109,400         10,961
                                -------       -------         ------
                                150,607       125,394         25,213
                                =======       =======         ======
</TABLE>

      In 2003, the Company concluded an agreement under which Wolfden Resources
      Inc. ("Wolfden") would be able to acquire a 50% interest in the Bachelor
      Lake property, located in the Township of Lesueur, Quebec, by committing
      to spend $3,000,000 in exploration work on the property over three years,
      of which $1,500,000 would be spent in the first year, and by paying
      $100,000 per year over the first two years or, in lieu of each payment,
      would issue 50,000 common shares of its capital stock.

      During 2002, the Company entered into the following agreements:

      a)    an agreement under which Strateco Resources Inc. could earn a 50%
            interest in the properties Borduas-Martel and Desjardins jointly
            referred to as the Discovery project in Bruneau and Desjardins
            townships, Quebec, 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 undivided interests are
            based on the completed qualifying expenditures versus the total
            expenditure amount SOQUEM Inc. had to incur to earn its 50%
            interest.

                                     - 92 -

<PAGE>

9. DEFERRED CHARGES AND OTHER ASSETS

<TABLE>
<CAPTION>
                                                           2003
                                            ------------------------------------
                                                       Accumulated      Net book
                                            Cost       amortization       value
                                            -----      --------------   --------
                                              $             $               $
<S>                                         <C>        <C>              <C>
Fees related to the sale of the royalty     2,486           371           2,115
Fees related to the long-term debt            382           304              78
                                            -----           ---           -----
                                            2,868           675           2,193
                                            =====           ===           =====
</TABLE>

<TABLE>
<CAPTION>
                                                           2002
                                            ------------------------------------
                                                       Accumulated      Net book
                                            Cost       amortization       value
                                            -----      --------------   --------
                                              $             $               $
<S>                                         <C>        <C>              <C>
Fees related to the sale of the royalty     2,535           156           2,379
Fees related to the long-term debt            337           254              83
Other                                         150             -             150
                                            -----           ---           -----
                                            3,022           410           2,612
                                            =====           ===           =====
</TABLE>

                                     - 93 -

<PAGE>

10. LONG-TERM DEBT

<TABLE>
<CAPTION>

                                                                                 2003       2002
                                                                                ------     ------
                                                                                  $          $
<S>                                                                             <C>        <C>
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)                                                           11,173     10,900
-------------------------------------------------------------------------------------------------
                                                                                49,173     48,900

Credit facility including $99,000 in accrued interest, secured by a first rank
   encumbrance on the assets of Copper Rand Corporation Inc. and secured by MSV
   Resources Inc., bearing interest at the average prime rate of six Canadian
   banks plus 1.5%, with repayment terms to be established before
   June 30, 2004                                                                 6,599          -

Convertible Subordinated Debentures bearing interest at 7.5% (b)                 3,307      4,025

Convertible Debentures with interest accrued thereon of
   $135,000 ($385,000 in 2002) (c)                                                 785      3,535

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 2003 in
   quarterly instalments of $670,000, maturing February 2004(1)                    173      2,646

Other                                                                               42         60
-------------------------------------------------------------------------------------------------
                                                                                60,079     59,166

Current portion                                                                    490      2,698
-------------------------------------------------------------------------------------------------
                                                                                59,589     56,468
=================================================================================================
</TABLE>

      (1)   As part of the credit facility arrangement concluded in 2002,
            606,061 warrants were issued. The fair value of the warrants of
            approximately $258,000 was applied in reduction of the proceeds
            received as described in Note 11 d).

      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.

                                     - 94 -

<PAGE>

            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 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. Since the Company expects to convert the
            debentures into common shares when they mature, the debentures are
            not presented in the current portion of the debt as at December 31,
            2003.

            During 2003 and 2002, debenture holders did not convert debenture
            principal into common shares of the Company, therefore, resulting in
            a balance outstanding at December 31, 2003 and 2002 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 up 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 of the gold
            price above US$350. During 2003, $2,500,000 of these debentures plus
            accrued interest of $385,000 were converted into 2,815,000 common
            shares.

11. CAPITAL STOCK

      a)    Authorized shares

            Preference shares - unlimited, issuable in series, without par value

            Common shares - unlimited

                                     - 95 -

<PAGE>

      b) Issued and outstanding shares

<TABLE>
<CAPTION>
                                   2003                        2002                        2001
                         ------------------------     -----------------------    -----------------------
                             SHARES        AMOUNT          Shares      Amount        Shares       Amount
                         ------------------------     -----------------------    -----------------------
                         (IN THOUSANDS)       $       (in thousands)      $      (in thousands)      $
<S>                      <C>               <C>        <C>              <C>       <C>             <C>
Common shares
   Balance, beginning
     of year                 44,478        30,013        32,562        24,620      15,784        125,355

Issued
   Private placement         14,167         6,930         9,897         4,276       1,163            445
   Conversion of
     convertible
     debentures
     (Note 10 c))             2,815         2,885             -             -           5             37
   Flow through
     shares                   1,431         1,419             -             -           -              -
   Business acquisitions
     (Note 3)                12,195         5,000             -             -      14,810         11,996
   Reimbursement
     of the credit
     facility of
     the business
     acquired
     (Note 3)                10,459         8,158             -             -           -              -
   Payment of debt              693           732           500           360           -              -
   Exercise of warrants
     and options                325           186         1,176           577           -              -
   Share purchase
     plan                       199           106             -             -           -              -
   Mining interests               -             -           350           192         800            432
   Reduction in stated
     capital                      -             -             -             -           -       (113,645)
   Shares
     repurchased                  -             -            (7)          (12)          -              -
--------------------------------------------------------------------------------------------------------
   Balance, end of year      86,762        55,429        44,478        30,013      32,562         24,620
========================================================================================================
</TABLE>

            During the year ended December 31, 2001, the Company, through a
            special resolution adopted at its annual shareholders' meeting,
            reduced its stated capital by $113,645,000 and transferred the
            amount from the stated capital account of the common shares to the
            deficit account to eliminate the expected deficit at the merger
            referred to in Note 3.

      c)    Employee Incentive Plan and Directors' Stock Option Plan

            The Employee Incentive Plan comprises a Share Option Plan, a Share
            Purchase Plan, a Share Bonus Plan and a Share Loan Plan. The Share
            Purchase Plan calls for Company contributions of an amount equal to
            50% of the employee contributions, which can amount to a maximum of
            5% of their basic annual salaries or wages. The common shares are
            issued on a quarterly basis at market value.

            Under the Share Bonus Plan, common shares can be issued to full-time
            salaried employees as a bonus in recognition of services as
            determined by the Compensation Committee or the Board of Directors.
            No shares were issued over the last three years.

            The Share Loan Plan provides the Compensation Committee or the Board
            of Directors the discretion to make loans to full-time employees to
            enable them to acquire common shares in the Company. No loans are
            presently outstanding under this plan.

                                     - 96 -

<PAGE>
Options granted under the Directors' and Employee Share Option Plans expire no
later than five years from the date on which they were granted and all current
options expire on or before August 6, 2007. Changes in the share option plans
are as follows:

<TABLE>
<CAPTION>
                                2003                        2002                        2001
-------------------------------------------------------------------------------------------------------
                                      WEIGHTED                    Weighted                     Weighted
                                      AVERAGE                     average                      average
                                      EXERCISE                    exercise                     exercise
                          SHARES       PRICE          Shares        price          Shares        price
-------------------------------------------------------------------------------------------------------
                      (IN THOUSANDS)     $        (in thousands)      $        (in thousands)     $
<S>                   <C>             <C>         <C>             <C>          <C>             <C>
Outstanding,
   beginning of year      2,181         0.86          1,499          1.00            408        8.65
Granted                     100         0.66            690          0.67          1,329        0.54
Expired and cancelled      (342)        1.99             (8)         9.10           (238)      11.60
Exercised                  (239)        0.59              -             -              -           -
----------------------------------------------------------------------------------------------------
Outstanding,
   end of year            1,700         0.66          2,181          0.86          1,499        1.00
====================================================================================================
</TABLE>

      The following summarizes information about stock options outstanding at
December 31, 2003:

<TABLE>
<CAPTION>
                       OPTIONS OUTSTANDING AND EXERCISABLE
------------------------------------------------------------------------------
                                              WEIGHTED
                                               AVERAGE                WEIGHTED
 RANGE OF                                     REMAINING                AVERAGE
 EXERCISE                NUMBER              CONTRACTUAL              EXERCISE
   PRICE               OUTSTANDING              LIFE                    PRICE
------------------------------------------------------------------------------
     $               (IN THOUSANDS)                                       $
<C>                  <C>                     <C>                      <C>
0.44 - 0.80              1,665                 2.9 YEARS                 0.59
3.70 - 4.30                 35                 0.9 YEAR                  4.04
-----------------------------------------------------------------------------
                         1,700                 2.9 YEARS                 0.66
=============================================================================
</TABLE>

In 2003, the Company reported a remuneration expense for stock options granted
to employees and directors. The Black-Scholes model, used by the Company to
calculate option values, was developed to estimate the 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 duration, which greatly affect the calculated values.

The fair value of the options granted and the assumptions are as follows:

<TABLE>
<CAPTION>
                                  1st Award      2nd Award         Total
<S>                               <C>            <C>              <C>
Number of options                   50,000          50,000        100,000
Risk-free interest rate               4.02%           4.11%
Expected return on share               nil             nil
Expected volatility                     90%             85%
Expected duration                  5 years         5 years
Fair value of options             $   0.32        $   0.55        $  0.44
Remuneration expense              $ 16,000        $ 27,000        $43,000
</TABLE>

                                     - 97 -

<PAGE>
      In 2002, the Company did 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.

<TABLE>
<CAPTION>
                                                               2002
                                                      --------------------
                                                                $
                                                         (Restated) (in
                                                        thousands except
                                                       per share amounts)
<S>                                                   <C>
Net loss as reported                                            5,361
Estimated stock-based compensation costs                          262
---------------------------------------------------------------------
Pro forma net loss                                              5,623
=====================================================================

Pro forma net loss per share                                     0.14
=====================================================================
</TABLE>

      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 expected duration of five years. The
      weighted average fair value of the options granted during the year ended
      December 31, 2002 is $0.38.

      d) Warrants and options

      During the year, an amount of $1,081,000 related to expired warrants was
      applied against deficit. These warrants were issued as part of a private
      placement in 2002 and expired on May 15, 2003. Also, 86,000 common shares
      were issued following the exercise of 86,000 options to purchase common
      shares at $0.52 per share.

      Under the agreement relating to the credit facility (Note 10) obtained in
      2002, 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 in reduction of
      the amount received under the credit facility. 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%, expected dividend yield of nil, expected
      volatility ranging of 97% and expected life of three years.

      Since 2001, Investissement Quebec has had five-year option entitling it to
      subscribe for a maximum of 25,000 shares of the Company's subsidiary, CCR,
      at $100 per share. This option was granted following the financing
      obtained for the Copper Rand property development. Upon issuance of these
      shares by CCR, the shares will be automatically exchanged for common
      shares of the Company using a $1.025 per share ratio. No value had been
      assigned to this option at the time.

                                     - 98 -

<PAGE>

12. INTEREST EXPENSE ON LONG-TERM DEBT

<TABLE>
<CAPTION>
                                                           2003      2002       2001
                                                          ---------------------------
                                                             $         $          $
<S>                                                       <C>       <C>        <C>
Credit facility                                              330        83          -
Guaranteed Subordinate Debentures                          2,097     2,005      2,819
Convertible Debentures                                       439       585        461
-------------------------------------------------------------------------------------
                                                           2,866     2,673      3,280

Interest revenue on restricted deposits (Note 7)          (2,097)   (2,005)    (2,819)
-------------------------------------------------------------------------------------
                                                             769       668        461
=====================================================================================
</TABLE>

13. GAIN ON SALE OF SUBSIDIARIES

During the year, the Company recorded a $2,296,000 gain from the proceeds
received on the sale to Queenstake Resources Inc. ("Queenstake") of its
subsidiary, Oro De Sotula S.A. de C.V. ("Oro"), completed on January 31, 2002.
At that time, the Company provided the entire amount receivable, given the level
of uncertainty related to the conditions specified in the sale agreement, and
therefore no gain had been recognized. In 2003, with conditions having been met
with respect to the remaining notes receivable totalling US$1,850,000, the
Company, in the interest of reaching a quick settlement, negotiated a final
amount of US$1,650,000 (CAN$2,296,000), of which CAN$1,492,000 was paid in cash
and the balance by the issuance of common shares by Queenstake.

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.

14. 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 33.2% (2002 - 35.3% and 2001 - 37.3%) to earnings before
      taxes as follows:

<TABLE>
<CAPTION>
                                                       2003       2002        2001
                                                      ------------------------------
                                                         $          $           $
<S>                                                   <C>        <C>         <C>
Expected income tax (recovery) using
      statutory income tax rates                      (1,318)    (1,774)     (1,652)
Resource allowance                                       153        142         159
Valuation allowance                                    1,246      1,694       1,474
Other                                                      -          -         (54)
-----------------------------------------------------------------------------------
Income and mining tax expense (recovery)                  81         62         (73)
===================================================================================
</TABLE>

                                     - 99 -

<PAGE>

      b) Future income taxes

         At December 31, future income taxes are as follows:

<TABLE>
<CAPTION>
                                                                 2003         2002
                                                                ---------------------
                                                                   $            $
<S>                                                             <C>          <C>
Current future income tax assets:
      Inventories of ore and supplies                               176          168
      Other                                                          12           15
------------------------------------------------------------------------------------
                                                                    188          183
------------------------------------------------------------------------------------

Long-term future income tax assets:
      Mining interests                                           25,431       24,835
      Operating loss carry forwards                               6,385        6,771
      Capital loss carry forwards                                10,243       11,340
      Deferred royalty                                            9,421       10,556
      Other                                                       4,304        2,484
                                                                 55,784       55,986
------------------------------------------------------------------------------------
                                                                 55,972       56,169

Valuation allowance                                             (54,456)     (53,819)
------------------------------------------------------------------------------------
Future income tax assets                                          1,516        2,350
------------------------------------------------------------------------------------

Long-term future income tax liabilities:
      Mining taxes                                                  700            -
      Other                                                       1,516        2,350
------------------------------------------------------------------------------------
Future income tax liabilities                                     2,216        2,350
------------------------------------------------------------------------------------
Net future income tax liabilities                                   700            -
====================================================================================
</TABLE>

      c) Loss carry forwards

         At December 31, 2003, the Company and its subsidiaries had operating
         losses for income tax purposes in Canada approximating $20,600,000,
         which are available to reduce taxable income in future years and which
         expire over the period to the year 2010. In addition, the Company and
         its subsidiaries had capital losses for income tax purposes in Canada
         of approximately $66,000,000, which can be applied against future
         taxable capital gains.

15. CHANGES IN NON-CASH WORKING CAPITAL AND SUPPLEMENTARY INFORMATION

      a) Changes in non-cash working capital

<TABLE>
<CAPTION>
                                                     2003      2002     2001
                                                    --------------------------
                                                       $         $        $
<S>                                                 <C>       <C>       <C>
Short-term investments                                   -         -      (11)
Receivables and settlements receivable                (632)   (5,531)   1,259
Inventories of ore and supplies and prepaids           215      (338)     665
Accounts payable and accrued liabilities            (1,480)    3,504    1,299
-----------------------------------------------------------------------------
                                                    (1,897)   (2,365)   3,212
=============================================================================
</TABLE>

                                    - 100 -

<PAGE>

      b) Supplementary information

<TABLE>
<S>                                                    <C>       <C>       <C>
Income taxes paid (recovered)                              77        93       (32)
Interest paid                                           2,387     2,368     2,867
Deferred royalty (Note 4)                                   -    18,060    14,340
Shares issued for business acquisitions
      and credit facility reimbursement (Note 3)       13,158         -    11,996
Shares issued for mining interests                          -       192       432
Share issued in debt settlement (Note 11 b)) *            732       360         -
Conversion of debentures into common shares             2,885         -         -
Proceeds on sale of subsidiaries received in shares
      (Note 13)                                           804       241         -
</TABLE>

*     In 2003, contributions to the Pension Plan were made through the issuance
      of common shares of the Company.

16. COMMITMENTS AND CONTINGENCIES

      a)    The Company is 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)    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. Until December 31, 2002, when
            estimated reclamation and closure costs were reasonably
            determinable, the Company recorded a provision for environmental
            liabilities based on management's estimate of these costs. Such
            estimates were subject to adjustments based on changes in laws and
            regulations and as new information became available.

            Since 2003, the Company records the asset retirement obligations in
            accordance with the provisions specified under Section 3110 of the
            CICA Handbook on "Asset retirement obligations".

      c)    Under the financing arrangement ( "Arrangement ") referred to in
            Note 10 a), mineral development expenditures which were renounced in
            favor of the investors as part of the Arrangement were based, in
            part, on independent valuations of certain related mineral
            properties. The Canada Customs and Revenue Agency ( "CCRA ") has
            challenged certain of those valuations, and disallowed certain of
            the renounced flow-through deductions for 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 losses that could
            result from the above mentioned challenges had been recorded at
            year-end.

      d)    The Oujibougoumou Cree recently initiated legal proceedings against
            the Company, claiming that the poor condition of lakes in the region
            of Chibougamau, Quebec was due to mining activities in the area. The
            Public Health Department, the Quebec Environment Ministry and the
            Quebec Fish and Wildlife Association began to study the issue. As a
            temporary measure, the Company and the plaintiffs jointly agreed to
            request that proceedings be suspended for one year. It is not
            possible to determine either the outcome of the proceedings or the
            financial consequences for the Company.

                                    - 101 -

<PAGE>

17. PENSION PLANS

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:

<TABLE>
<CAPTION>
                                                   2003      2002
                                                   ---------------
                                                     $         $
<S>                                                <C>       <C>
Net benefit plan expense (credit):
Current service cost                                 81        58
Expected return on plan assets                      781      (909)
Interest cost                                      (781)      809
Actuarial loss amortization                         155        38
-----------------------------------------------------------------
Net expense (credit)                                236        (4)
=================================================================
</TABLE>

      b)    Information about the Company's defined benefit plans in aggregate
            is as follows:

<TABLE>
<CAPTION>
                                                                              2003             2002
                                                                             ------------------------
                                                                                $                $
<S>                                                                          <C>              <C>
Accrued benefit obligation:
  Balance at beginning                                                       13,092           12,437
  Service cost                                                                   92               68
  Benefit paid                                                               (1,288)            (968)
  Interest cost                                                                 781              809
  Actuarial loss                                                                910              746
----------------------------------------------------------------------------------------------------
Balance at end                                                               13,587           13,092
====================================================================================================

Plan assets:
  Fair value at beginning                                                    10,567           12,352
  Contributions                                                                 975               32
  Benefits paid                                                              (1,288)            (968)
  Actual return on plan assets                                                  793             (849)
----------------------------------------------------------------------------------------------------
Fair value at end                                                            11,047           10,567
====================================================================================================

Funded status:
  Plan deficit                                                               (2,540)          (2,525)
  Unrecognized actuarial loss                                                 5,000            4,257
----------------------------------------------------------------------------------------------------
Accrued benefit asset                                                         2,460            1,732
====================================================================================================
</TABLE>

                                     - 102 -

<PAGE>

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

<TABLE>
<CAPTION>
                                               2003         2002
                                               ----------------------
                                                 %            %
<S>                                            <C>      <C>
Discount rate                                  6.25              6.25
Expected return on plan assets                 7.50     7.50 and 8.00
Rate of compensation increase                  4.00              4.00
</TABLE>

      d)    The following information pertains to the underfunded plan (plans in
            2002) at year-end:

<TABLE>
<CAPTION>
                                        2003        2002
                                       ------------------
                                         $           $
<S>                                    <C>        <C>
Accrued benefit obligation             10,230     13,092
Fair value of plan assets               7,679     10,567
--------------------------------------------------------
Funding deficit                        (2,551)    (2,525)
========================================================
</TABLE>

18. FINANCIAL INSTRUMENTS

Fair value

At December 31, 2003, the fair value of the Company's convertible debentures was
estimated to be $1,148,000 (2002 - $3,539,000) based on financial models
compared to the carrying amount of $4,092,000 (2002 - $7,560,000). The carrying
amount of cash, short-term investments, receivables and settlements receivable,
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 represents the maximum amount that would be at risk if
the counterparties failed completely to perform under the contracts.

Foreign exchange rate and metal price risks

The Company is exposed to risks from changes in foreign currency rates and metal
prices. The Company does not use derivative instruments to manage those risks.

                                    - 103 -

<PAGE>

19.   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:

<TABLE>
<CAPTION>
                                                                  2003              2002            2001
                                                                 -------------------------------------------
                                                                    $                 $               $
                                                                                 (Restated)       (Restated)
<S>                                                              <C>             <C>              <C>
Reconciliation of net loss
   Net loss - Canadian GAAP                                       3,940            5,361            4,566
   Adjustments:
       Mining interests (a)                                        (492)            (377)               -
       Exploration expenses (b)                                     138            2,427              530
       Derivative instruments (c)                                    40             (624)             584
       Asset retirement obligations (d)                          (1,924)            (224)            (211)
       Income tax expense (e)                                       (78)               -                -
---------------------------------------------------------------------------------------------------------
   Net loss - United States GAAP                                  1,624            6,563            5,469
   Minimum liability of defined benefit plans (f)                   820            1,922            1,640
   Foreign currency translation                                       -            1,337              (79)
---------------------------------------------------------------------------------------------------------
   Comprehensive loss - United States GAAP                        2,444            9,822            7,030
=========================================================================================================
   Basic and fully diluted loss - United States GAAP               0.03             0.16             0.23
=========================================================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                  2003             2002            2001
                                                                 -----------------------------------------
                                                                    $               $                $
                                                                                 (Restated)      (Restated)
<S>                                                              <C>             <C>             <C>
Reconciliation of shareholders' equity
   Shareholders' equity - Canadian GAAP                          45,803           24,284          24,250
   Adjustments:
       Mining interests (a)                                      (1,088)          (1,580)         (1,957)
       Exploration expenses (b)                                  (3,095)          (2,957)           (530)
       Derivative instruments (c)                                     -               40            (584)
       Asset retirement obligations (d)                               -           (1,924)         (2,148)
       Income tax expense (e)                                        78                -               -
       Minimum liability of defined benefit plans (f)            (4,382)          (3,562)         (1,640)
       Capital stock (h)                                         (1,481)          (1,481)         (1,481)
       Warrants of the entity subject to
          significant influence (i)                                 485              485             485
--------------------------------------------------------------------------------------------------------
   Shareholders' equity - United States GAAP                     36,320           13,305          16,395
========================================================================================================
</TABLE>

      a) Mining interests

         Under Canadian GAAP, mining interest 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.

                                    - 104 -

<PAGE>
         Accordingly, the difference between the carrying amount of mining
         interests in Canadian GAAP and United States GAAP results in an
         additional amortization 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. During 2003, $698,000 of exploration expenses was
         capitalized.

         The adjustment of $138,000 comprises the difference described in the
         previous paragraph less the amortization charge of $560,000 which
         results from the previous years' exploration expenses, which were
         capitalized in accordance with Canadian GAAP.

      c) 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 10 c) included embedded
         derivatives such as additional interest charges 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, 2003 and 2002 is recorded in
         current earnings.

      d) Asset retirement obligations

         As of January 1, 2003, the Company adopted FAS No. 143 "Accounting for
         Asset Retirement Obligations", which established standards for
         accounting for a legal obligation associated with the retirement of
         long-lived assets. Under United States GAAP, the Company charges income
         for the cumulative effect of the change in standard, as of January 1,
         2003, of adopting this standard. The standard under Canadian GAAP is
         similar to the standard under United States GAAP. However, under
         Canadian GAAP, the change in standard is applied retroactively and
         previous year consolidated financial statements are restated to give
         effect to the adoption of the new standard.

      e) Income tax expense

         Under Canadian GAAP, flow-through share proceeds are recorded to
         capital stock at time of issuance of the shares and a future income tax
         liability is recorded upon renouncement by the Company of the tax
         benefits in favor of the investors.

         Under United States GAAP, flow-through shares are recorded at their
         fair value at time of issuance and the difference of $78,000 between
         the proceeds received and the fair value of the shares issued is
         recorded as a liability. Upon renouncement by the Company of the tax
         benefits, in favor of the investors, the liability is applied in
         reduction of the income tax expense.

                                    - 105 -

<PAGE>

      f) 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, 2003, 2002 and 2001 would include an additional minimum
         pension liability of $4,382,000, $3,562,000 and $1,640,000,
         respectively, and an equivalent reduction of accumulated other
         comprehensive income.

      g) 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 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.

      h) 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 upon 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). The adjustment of $1,481,000 represented the difference in
         the value of the common shares issued under United States GAAP.

      i) Warrants of the entity subject to significant influence

         Under Canadian GAAP, no value would be recognized for the warrants
         issued by CCR, the entity which was subject to significant influence in
         2001 and became a subsidiary in 2003, for which the Company has
         granted, in 2001, 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
         represented the fair value of the conversion feature.

         In 2003, since the Company acquired an additional interest of 50% in
         CCR which became a subsidiary (Note 3), the additional cost of the
         investment in CCR, (as mentioned in the preceding paragraph) was
         reclassified to mining interest.

      j) Elimination of deficit

         Canadian GAAP permits the reduction of the stated capital of
         outstanding common shares with a corresponding offset to deficit. This
         reclassification, occurred in 2001 and is not permitted under United
         States GAAP and would result in an increase in both capital stock and
         deficit of $113,645,000.

                                    - 106 -

<PAGE>

      k) Recent and future accounting changes

         In August 2002, 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 2003, and no adjustment resulted from
         its adoption.

         In June 2002, the FASB issued SFAS No. 146, "Accounting for Exit or
         Disposal Activities". SFAS No. 146 requires companies to recognize
         costs associated with exit or disposal activities when they are
         incurred rather than at the date of a commitment to an exit or disposal
         plan. SFAS No. 146 replaces previous accounting guidance provided by
         the EITF Issue No. 94-3, "Liability Recognition for Certain Employee
         Termination Benefits and Other Costs to Exit an Activity' (including
         Certain Costs Incurred in a Restructuring)", and was effective for the
         Company for exit or disposal activities initiated after December 31,
         2002. The adoption of this new standard had no effect on the Company's
         consolidated financial position.

         In November 2002, the FASB issued Interpretation No. 45 (FIN 45),
         entitled "Guarantor's Accounting and Disclosure Requirements for
         Guarantees, including Indirect Guarantees of Indebtedness of Others".
         The interpretation requires disclosure about the nature and terms of
         obligations under certain guarantees that the Company has issued. The
         interpretation also clarifies that a guarantor is required to
         recognize, at the inception of a guarantee, a liability for the fair
         value of the obligation undertaken in issuing a guarantee. The initial
         recognition and initial measurement provisions are applicable on a
         prospective basis to guarantees issued or modified after December 31,
         2002. According to management, all appropriate disclosures are included
         in the Company's consolidated financial statements.

         In November 2002, the FASB issued Interpretation No. 46 (FIN 46),
         entitled "Consolidation of Variable Interest Entities". The
         interpretation clarifies the application of Accounting Research
         Bulletin No. 51, "Consolidated Financial Statements", to certain
         entities in which equity investors do not have the characteristics of a
         controlling financial interest or do not have sufficient equity at risk
         for the entity to finance its activities without additional
         subordinated financial support from other parties. This interpretation
         applies immediately to variable interest entities created after January
         31, 2003 and variable interest entities in which the Company obtains an
         interest after January 31, 2003. For variable interest entities in
         which a company obtained an interest before February 1, 2003, the
         interpretation applies to the interim period beginning after June 15,
         2003. Adoption of this interpretation had no effect on the Company's
         consolidated financial position or results of operations.

         In December 2002, the FASB issued SFAS No. 148, entitled "Accounting
         for Stock-Based Compensation - Transition and Disclosure - an amendment
         of FASB Statement No. 123". SFAS No. 148 provides alternative methods
         of transition for a voluntary change to the fair value-based method of
         accounting for stock-based employee compensation. The Company has
         chosen to adopt the fair value-based method of accounting using the
         prospective method for all awards granted to employees since January 1,
         2003. No difference results from the adoption of this standard under
         United States GAAP since the Company has adopted a similar standard
         (revised Section 3870 of the CICA Handbook) under Canadian GAAP during
         the year (Note 2).

                                     - 107 -

<PAGE>

            In April 2003, the FASB issued SFAS No. 149, entitled "Amendment of
            Statement 133 on Derivative Instruments and Hedging Activities".
            SFAS 149 amends and clarifies financial accounting and reporting for
            derivative instruments, including certain derivative instruments
            embedded in other contracts (collectively referred to as
            "derivatives") and for hedging activities under FASB Statement No.
            133, Accounting for Derivative Instruments and Hedging Activities.
            This statement is effective for contracts entered into or modified
            after June 30, 2003. Adoption of this statement had no effect on the
            Company's consolidated financial position or results of operations.

            In May 2003, the FASB issued SFAS No. 150, entitled "Accounting for
            Certain Financial Instruments with Characteristics of both
            Liabilities and Equity." SFAS No. 150 establishes standards for how
            an issuer classifies and measures certain financial instruments with
            characteristics of both liabilities and equity. This statement is
            effective for financial instruments entered into or modified after
            May 31, 2003. Adoption of this statement had no effect on the
            Company's consolidated financial position or results of operations.

20. COMPARATIVE FIGURES

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

                                     - 108 -

<PAGE>

ITEM 18. FINANCIAL STATEMENTS

      The Company 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 dated May 14, 2002 and incorporated herein
                  by reference.

         (J)      refers to documents previous filed as an exhibit to Campbell's
                  Annual Report on Form 20-F for the year ended December 31,
                  2002 dated May 15, 2003 and incorporated herein by reference.

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

1. Articles of Incorporation and By-Laws

      1.1   Restated Articles of Incorporation dated August 9, 1999 (E) (Exhibit
            4(a)).

                                     - 109 -

<PAGE>

      1.2   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)

      1.3   Articles of Arrangement effective June 30, 2001 relating to the
            merger with GeoNova Explorations Inc. (I) (Exhibit 3.3)

      1.4   By-Law No. 1 as amended and as in effect on the date hereof (A)
            (Exhibit 3.12)

      1.5   Amendment of By-Law No. 1 (A) (Exhibit 3.11)

2. Instruments Defining the Rights of Security Holders Including Indentures

      2.1   Trust Indenture made as of July 21, 1994 between the Company and
            Montreal Trust Company of Canada regarding the 7 1/2% Convertible
            Subordinated Debentures (B) (Exhibit 4.1)

4.    Material Contracts

Management Contracts and Compensatory Plans and Arrangements

      4.1   The Company's Employee Incentive Plan as amended (E) (Exhibit 99)

      4.2   Employment Agreement dated August 6, 2002 between the Company and
            Andre Y. Fortier (J) (Exhibit 10.2)

      4.3   Employment Agreement dated August 6, 2002 between the Company and
            Claude Begin (J) (Exhibit 10.3)

      4.4   Employment Agreement dated August 6, 2002 between the Company and
            Alain Blais (J) (Exhibit 10.4)

      4.5   Employment Agreement dated August 6, 2002 between the Company and
            Lucie Brun (J) (Exhibit 10.5)

      4.6   Amended Employment Agreement dated December 1, 1994 between the
            Company and Lorna D. MacGillivray (B) (Exhibit 10.3)

      4.7   Directors' Stock Option Plan (C) (Exhibit 10.8)

      4.8   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)

      4.9   Merger Agreement dated May 7, 2001 between the Company, MSV
            Resources Inc. and GeoNova Explorations Inc. pursuant to which MSV
            and GeoNova became wholly owned subsidiaries of the Company with
            Plan of Arrangement under the Canada Business Corporations Act and
            Arrangement By-Law attached. (H) (Exhibit 2)

      6.1   Statement detailing computation of per share earnings.

                                     - 110 -

<PAGE>

      8.1   Significant subsidiaries

      11.1  Standards of Ethical Conduct

      12.1  Certification of Andre Y. Fortier pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002

      12.2  Certification of Lucie Brun pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002

      13.1  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

      13.2  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

      14.1  Consent of Samson Belair Deloitte & Touche

      14.2  Consent of Systemes Geostat International Inc.

      14.3  Consent of Met-Chem Canada Inc.

      14.4  Audit Committee Charter

                                    - 111 -

<PAGE>

                                   SIGNATURES

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

                                          CAMPBELL RESOURCES INC.

Dated: May 19, 2004                       By: (s) Andre Y. Fortier
                                          ---------------------------
                                          Andre Y. Fortier
                                          President and Chief Executive Officer

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

                                     - 112 -

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
    EXHIBIT
    NUMBER                        EXHIBIT DESCRIPTION
--------------------------------------------------------------------------------
<S>               <C>
      1.1         Restated Articles of Incorporation dated August 9, 1999 (E)
                  (Exhibit 4(a)).

      1.2         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)

      1.3         Articles of Arrangement effective June 30, 2001 relating to
                  the merger with GeoNova Explorations Inc. (I) (Exhibit 3.3)

      1.4         By-Law No. 1 as amended and as in effect on the date hereof
                  (A) (Exhibit 3.12)

      1.5         Amendment of By-Law No. 1 (A) (Exhibit 3.11)

      2.1         Trust Indenture made as of July 21, 1994 between the Company
                  and Montreal Trust Company of Canada regarding the 7 1/2%
                  Convertible Subordinated Debentures (B) (Exhibit 4.1)

      4.1         The Company's Employee Incentive Plan as amended (E) (Exhibit
                  99)

      4.2         Employment Agreement dated August 6, 2002 between the Company
                  and Andre Y. Fortier (J) (Exhibit 10.2)

      4.3         Employment Agreement dated August 6, 2002 between the Company
                  and Claude Begin (J) (Exhibit 10.3)

      4.4         Employment Agreement dated August 6, 2002 between the Company
                  and Alain Blais (J) (Exhibit 10.4)

      4.5         Employment Agreement dated August 6, 2002 between the Company
                  and Lucie Brun (J) (Exhibit 10.5)

      4.6         Amended Employment Agreement dated December 1, 1994 between
                  the Company and Lorna D. MacGillivray (B) (Exhibit 10.3)

      4.7         Directors' Stock Option Plan I (Exhibit 10.8)

      4.8         Royalty Agreement with Repadre Capital Corporation made as of
                  April 23, 1993. I (Exhibit 10.14) and amendment dated June 30,
                  2001 (I) (Exhibit 10.4)

      4.9         Merger Agreement dated May 7, 2001 between the Company, MSV
                  Resources Inc. and GeoNova Explorations Inc. pursuant to which
                  MSV and GeoNova became wholly owned subsidiaries of the
                  Company with Plan of Arrangement under the Canada Business
                  Corporations Act and Arrangement By-Law attached. (H) (Exhibit
                  2)

      6.1         Statement detailing computation of per share earnings.

      8.1         Significant subsidiaries

      11.1        Standards of Ethical Conduct

      12.1        Certification of Andre Y. Fortier pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002

      12.2        Certification of Lucie Brun pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002

      13.1        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
</TABLE>

                                    - 113 -

<PAGE>

<TABLE>
<CAPTION>
    EXHIBIT
    NUMBER                        EXHIBIT DESCRIPTION
---------------   --------------------------------------------------------------
<S>               <C>
      13.2        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

      14.1        Consent of Samson Belair Deloitte & Touche

      14.2        Consent of Systemes Geostat International Inc.

      14.3        Consent of Met-Chem Canada Inc.

      14.4        Audit Committee Charter

</TABLE>

      (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 file d 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
            dated May 14, 2002 and incorporated herein by reference.

      (J)   refers to documents previous filed as an exhibit to Campbell's
            Annual Report on Form 20-F for the year ended December 31, 2002
            dated May 15, 2003 and incorporated herein by reference.

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

                                    - 114 -