---





Longueuil, Québec, March 22, 2006

NOTICE IS HEREBY GIVEN that the
Annual General and Special Meeting of Shareholders of Cambior Inc. (the
"Company") will be held in the Ballroom of the Marriott Château Champlain, 1,
Place du Canada, Montreal, Québec, on Wednesday, May 3, 2006 at 11:00 A.M.
(local time) (the "Meeting") for the following purposes:

1. to receive the report of the directors and the audited
  financial statements of the Company for the fiscal year ended December 31,
  2005 and the auditors' report thereon;
2. to elect directors;
3. to appoint auditors and authorize the Audit Committee of
  the Board of Directors to fix their remuneration;
4. to consider and, if deemed appropriate, adopt a resolution
  to ratify the Shareholders' Rights Plan adopted by the Board of Directors of
  the Company on November 3, 2005 and described in the enclosed Information
  Circular;
5. to transact such other business as may properly be brought
  before the Meeting or at any adjournment thereof.

The Information Circular and the Form
of Proxy prepared in respect of the Meeting accompany this notice.

| | BY ORDER OF THE BOARD OF DIRECTORS
| | ----------------------------------
| |                                   
| |                                   
| | Lucie Desjardins                  
| | Corporate Secretary               

|                                |                                        
|------------------------------- | ---------------------------------------
|If you are unable to attend the | If you wish to receive,
    or to      
|Meeting in person, please       | continue receiving, copy
    of the    
|complete, date and sign the     | Company's financial
    statements,    
|enclosed Form of Proxy and      | please refer to the
    instructions in
|return it in the envelope       | the Information Circular
    under the 
|provided for that purpose.      | heading "Delivery of
    Financial     
|                                | Statements and MD&A".                  

---





INFORMATION CIRCULAR

This Information Circular is provided
in connection with the solicitation of proxies by the management of Cambior Inc.
(the "Company") for use at the Annual General and Special Meeting of
Shareholders of the Company to be held in Montreal, Québec, on Wednesday, May 3,
2006, at 11:00 A.M. (local time) (the "Meeting") and for any adjournment
thereof.

Unless otherwise indicated, all dollar amounts in
this Information Circular are expressed in Canadian dollars.

Voting Information

How Are Proxies Solicitated?

Proxies are solicited primarily by
mail. However, proxies may also be solicited by directors, senior officers,
employees or agents of the Company, personally, in writing or by telephone. The
Company will bear all costs and expenses of solicitation. In addition, upon
demand, the Company will reimburse brokers and other persons holding Common
Shares as nominees for their reasonable expenses in forwarding proxies and
accompanying material to beneficial owners of the Company's Common Shares.

What Will I Be Voting On?



How Will These Matters Be Decided At The Meeting?



How Many Votes Do I Have?

You will be entitled to exercise one vote for every
Common Share of the Company you own at the close of business on March 15, 2006,
the record date for the Meeting.

To vote Common Shares you acquired
subsequent to the record date, you must, not later than ten days before the date
of the Meeting, request that the Company add your name to the shareholders' list
and produce properly endorsed share certificates, or otherwise establish that
you own the shares.

How Do I Vote?

If you are entitled to vote and your shares are
registered in you name, you can vote your shares in person at the Meeting or by
proxy, as explained below.

If your shares are held in the name
of a securities broker, a trust company or another intermediary, please see the
instructions below under the headings "How can a non-registered shareholder
vote?" and "How can a non-registered shareholder vote in person at the
Meeting?".

---

What If I Plan To Attend The Meeting And Vote In Person?

If your Common Shares are registered
in your name and you plan to attend the Meeting on May 3, 2006 and wish to vote
your shares in person at the Meeting, do not complete or return the Form of
Proxy. Your vote will be taken and counted at the meeting. Please register with
the Transfer Agent and Registrar of the Company, CIBC Mellon Trust Company, upon
arrival at the Meeting.
If your Common Shares are not registered in your
name, please refer to the instructions under the heading "How Can A
Non-Registered Shareholder Vote In Person At The Meeting?".
How Can I Vote By Proxy?

Whether or not you attend the
Meeting, you may appoint someone else to vote for you as your proxyholder. You
may use the enclosed Form of Proxy, or any other appropriate form of proxy, to
appoint your proxyholder. The persons named in the enclosed Form of Proxy are
directors or officers of the Company. However, you can choose another person
to be your proxyholder, including someone who is not a shareholder of the
Company. You may do so by striking out the names printed on the Form of Proxy
and inserting another person's name in the blank space provided, or by
completing another proper form of proxy. In order to be valid, the Form of Proxy
must be delivered to CIBC Mellon Trust Company, attention Proxy Unit, at its
Montreal office, at 2001, University Street, 16th Floor, Montreal,
Québec, H3A 2A6, its Toronto office, at 200 Queen's Quay East, Unit 6, Toronto,
Ontario, M5A 4K9, attention Proxy Unit, or sent by facsimile at (416) 368-2502
no later than 5:00 P.M. on May 1st, 2006. Proxyholders must register
with the Transfer Agent upon arrival at the Meeting.
How Will My Proxy Be Voted?

The persons named as proxies in the
enclosed Form of Proxy will vote for or against, or withhold from voting your
Common Shares, in accordance with your instructions on the Form of Proxy. In
the absence of such instructions, they will vote your shares IN FAVOUR of all
the matters identified in the attached Notice of Meeting.
What If There Are Amendments Or If Other Matters Are Brought Before The
Meeting?

The enclosed Form of Proxy confers
discretionary authority upon the persons named therein with respect to
amendments or variations to matters identified in the Notice of Meeting and to
other matters which may properly come before the Meeting. At the time of
printing this Information Circular, the management of the Company knows of no
such amendment, variation or other matter expected to come before the Meeting
other than the matters referred to in the Notice of Meeting.
What If I Change My Mind And Want To Revoke My Proxy?

You may revoke your proxy at any
time, to the extent that it has not yet been exercised, by written notice signed
by you or your attorney duly authorized in writing or, if the shares are held by
a company, the notice must be under corporate seal and signed by an officer or a
duly authorized attorney of said company. Such instrument must be delivered at
the office of the Company located at 1111 St.Charles Street West, East Tower,
Suite 750, Longueuil, Québec, J4K 5G4, or to CIBC Mellon Trust Company, at one
of its above indicated addresses, by no later than 5:00 P.M. on May 1st,
2006. Your proxy may also be revoked by giving notice thereof to the chairman of
the Meeting on the date of the Meeting or of any adjournment thereof or in any
other manner permitted by law.Who Counts The Votes Cast By Proxy?Proxies are counted by CIBC Mellon Trust Company, the
Transfer Agent of the Company.
3

---

How Can A Non-Registered Shareholder Vote?
If you received the Meeting material from an
  intermediary:

If your Common Shares are not
registered in your name, they are held in the name of an intermediary, which is
usually a securities broker, a trust company or other financial institution, or
in the name of a clearing agency (such as The Canadian Depository for Securities
Limited) of which the intermediary is a participant. The Company has distributed
the Meeting materials to the intermediaries which are required to forward the
Meeting materials to non-registered holders unless the non-registered holders
have waived the right to receive them. Intermediaries very often call on service
companies to forward the Meeting materials to non-registered holders. By
forwarding to you the Meeting materials, your intermediary is seeking your
instructions as to how to vote your shares. Each intermediary has its own
signing and return instructions, which you should follow carefully to ensure
your shares are voted. If you are a non-registered shareholder who provided
instructions as to how your vote should be exercised and want to change your
mind, kindly contact your intermediary to discuss which procedure to follow.

- If you received the Meeting material from the Company or its agent:

These securityholder materials are being sent to both
registered and non-registered owners of the securities. If you are a
non-registered owner, and the issuer or its agent has sent these materials
directly to you, your name and address and information about your holdings of
securities, have been obtained in accordance with securities regulatory
requirements from the intermediary holding on your behalf.

By choosing to send these materials to you directly,
the issuer (and not the intermediary holding on your behalf) has assumed
responsibility for (i) delivering these materials to you, and (ii) executing
your proper voting instructions. Please return your voting instructions as
specified in the request for voting instructions.

How Can A Non-Registered Shareholder Vote In Person At The Meeting?

Only registered shareholders or their
duly appointed proxyholders are permitted to vote at the meeting. Therefore, if
you are a non-registered shareholder and wish to attend the Meeting and vote in
person (or have another person attend and vote on your behalf), you should
strike out the names of the persons named in the Form of Proxy sent to you by
your intermediary and insert your own (or such other person's) name in the blank
space provided or, in the case of a voting instruction form provided by your
intermediary, follow the directions indicated on that latter form. By doing so,
you are instructing your intermediary to appoint you (or such other person) as proxyholder. Then, follow the signing and return instructions provided by your
intermediary. Do not otherwise complete the form as you will be voting at the
Meeting. Please register with the Transfer Agent upon arrival at the Meeting.

How Many Shares Are Eligible To Vote?

On March 15, 2006, the Company had
275,521,625 Common Shares issued and outstanding, such shares being the only
voting securities in the share capital of the Company. Each Common Share confers
upon its holder the right to one vote. The Board of Directors of the Company
fixed the close of business on March 15, 2006 as the record date for determining
which shareholders shall be entitled to receive notice of the Meeting, but
failure to receive such notice does not deprive a shareholder of his right to
vote at the Meeting.

To the knowledge of the directors and
officers of the Company, as of March 15, 2006, the only person or entity who
beneficially owns, directly or indirectly, or exercises control or direction
over more than 10% of the outstanding Common Shares of the Company is Mackenzie
Financial Corporation which beneficially owns 44,444,850 Common Shares of the
Company representing 16.13% of all voting shares.

4

---

Change Of Address?

If your Common Shares are registered
in your name, please advise CIBC Mellon Trust Company, Stock Transfer Service,
of any change of address either by mail, at one of its above mentioned
addresses, or through its Website at www.cibcmellon.comby selecting "Investor Center", "Access Investor Forms by Issuer", "Address
Changes" and finally, "Mailing Address" or "Email Address".

Questions?

Should you have any questions
regarding voting and proxies, you may contact CIBC Mellon Trust Company by
telephone at 1-800-387-0825, by e-mail at the following address: 
inquiries@cibcmellon.com, or through the Web at the following
address:www.cibcmellon.com/investorinquiry.

Delivery of Financial Statements and MD&A

If you wish to receive, or to
continue receiving, accordingly, the Company's annual financial statements and
the related management's discussion and analysis ("MD&A"), or its interim
financial statements and related MD&As, or both, please fill out and return the
Financial Statements Request Form accompanying this Information Circular.

The Company will deliver a copy of
its annual and interim financial statements and related MD&As only to those
shareholders who requested them. As a result, failure to return the Financial
Statements Request Form, or to otherwise specifically request a copy of the
financial statements, will override a shareholder's previous instructions in
respect of the delivery of financial statements.

The Company's financial statements and related MD&As
are posted on its Website at www.cambior.com.

Election of Directors

The By-laws of the Company provide
that the Board of Directors of the Company consist of not less than seven
persons and not more than 15 persons. The Board of Directors of the Company
currently consists of nine members. At the Meeting, the nine persons named
hereunder will be proposed for election as directors of the Company. All
nominees are currently directors of the Company.Each nominee is a member of the
Institute of Corporate Directors. Except where authority to vote in favour of
the election of directors is withheld, the nominees named in the accompanying
Form of Proxy will vote the shares represented by such proxy IN FAVOUR of the
election of each of the nine persons named hereunder. The management of the
Company does not contemplate that any of such persons will be unable or, for any
reason, will become unwilling to serve as a director, but if that should occur,
for any reason, prior to the election, the nominees named in the accompanying
Form of Proxy reserve the right to vote for another candidate at their
discretion.

Each director shall, unless he resigns or his office
becomes vacant for any reason, hold office until the close of the next annual
meeting of shareholders or until his successor is elected or appointed.

5

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|                                 
|---------------------------------
|Nominees for Election as Director
|                                 

|                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|----------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                              | Mr. Balogh is a corporate director. He was the Deputy
    Chairman of Noranda Inc. and Chairman of Falconbridge Limited, (mining
    company) from October 1994 to April 2003. Prior to October 1994, he was
    President and Chief Executive Officer of Noranda Minerals Inc. and Chief
    Executive Officer of Falconbridge Limited. Mr. Balogh holds a bachelor's
    degree in metallurgical engineering from McGill University.                                                                                                                          
|ALEXANDER G. BALOGH           | Over the past five years, he has
    also been a director of the following public companies:                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Oakville, Ontario, Canada     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Age: 73                       | Falconbridge Limited                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Director since:               | Strongco Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|April 30, 1997                | Brascan Power Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|31,412 Common Shares          | Noranda Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|45,000 Options                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                              | Mr. Balogh also serves on the board of the Advisory
    Council of Sentient Global Natural Resources Fund, is Chairman of the
    National Advisory Board for Mining and Metals Science and Technology and is
    the past Chairman of the International Council of Metals and the
    Environment.                                                                                                                                                                                                                                                             
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                              | 2005 Attendance:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                              | Board:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                              | Corporate Governance and Human Resources
    Committee:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                              | Safety and Sustainability Committee:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                              | Mr. Dufresne has been the President and Chief Executive
    Officer of Québec Cartier Mining Company (iron ore extraction and
    manufacturing company) since 1992. Prior to that, Mr. Dufresne held
    progressive senior positions within the forest product industry including
    President and COO of Kruger Inc. Mr. Dufresne earned a bachelor's degree in
    civil engineering at the École Polytechnique of Montreal, a master's
    degree of engineering at the Massachusetts Institute of Technology and
    earned an MBA at Harvard University.
|GUY G. DUFRESNE               | Over the past five years, he has
    also been a director of the following public company:                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Boucherville, Québec,         | Tembec Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Canada                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Age: 64                       | He also serves on the board of The Mining Association of
    Canada and Royal & Sun Alliance Insurance Company. He is the Chairman of Conseil du patronat du Québecand the Chamber of Maritime Commerce.                                                                                                                                                                                                                                                                                                                                                        
|Director since: April 1, 1995
|30,000 Common Shares         
|75,000 Options                | 2005 Attendance:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                              | Board (Chairman):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                              | Audit Committee:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                              | Corporate Governance and Human Resources Committee:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

6

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|                                 
|---------------------------------
|Nominees for Election as Director
|                                 

|                             |                                                                                                                                                                                                                                                                                                                                                                                                                              
|---------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                             | Mr. Élie is a corporate director. He has over 35 years of
    experience as a senior executive in the pulp and paper and energy industries
    as well as with securities and accounting firms. From 1998 to 2002, Mr. Élie
    was a managing director of a Canadian bank wholly-owned by Société Générale
    (France). He holds a law degree from McGill University and an MBA from the
    University of Western Ontario.
|JEAN-ANDRÉ ÉLIE              | Over the past five
    years, he has also served as a director of the following public company:                                                                                                                                                                                                                                                                                                                              
|Town of Mount Royal,         |                                                                                                                                                                                                                                                                                                                                                                                                                              
|Québec, Canada               | Alimentation Couche-Tard Inc.                                                                                                                                                                                                                                                                                                                                                                                                
|Age: 62                      | He currently also serves on the board of a number of
    private companies and non-profit organizations, including Mount Power Wind
    Energy Inc., Fondation du Centre Hospitalier de l'Université de Montréal
    and the Montreal Symphony Orchestra.                                                                                                                                                                    
|Director since:             
|December 15, 2004           
|15,000 Common Shares         | He is a member of the Institute
    of Internal Auditors.                                                                                                                                                                                                                                                                                                                                                                    
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                              
|                             | 2005 Attendance:                                                                                                                                                                                                                                                                                                                                                                                                             
|                             | Board:                                                                                                                                                                                                                                                                                                                                                                                                                       
|                             | Audit Committee:                                                                                                                                                                                                                                                                                                                                                                                                             
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                              
|                             | Mr. Farquharson has been the President of Strathcona
    Mineral Services Limited (mining consultant and project management firm)
    since 1974. He holds a Bachelor of Science in Mining Engineering from the
    University of Alberta and an MBA from Queen's University.                                                                                                                                                
|GRAHAM FARQUHARSON           | Over the past five
    years, he has also served as a director of the following public companies:                                                                                                                                                                                                                                                                                                                            
|Toronto, Ontario, Canada     |                                                                                                                                                                                                                                                                                                                                                                                                                              
|Age: 65                      | Consolidated Thompson-Lundmark
    Gold Mines Limited                                                                                                                                                                                                                                                                                                                                                                        
|Director since: June 7, 1993 | Placer Dome Inc.                                                                                                                                                                                                                                                                                                                                                                                                             
|52,954 Common Shares         |                                                                                                                                                                                                                                                                                                                                                                                                                              
|75,000 Options               | He currently also serves on the board of the Physicians
    Services Incorporated Foundation, and is the Chairman of the Canadian
    Mineral Industry Education Foundation.                                                                                                                                                                                                                                                 
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                              
|                             | 2005 Attendance:                                                                                                                                                                                                                                                                                                                                                                                                             
|                             | Board:                                                                                                                                                                                                                                                                                                                                                                                                                       
|                             | Corporate Governance and Human
    Resources Committee (Chairman):                                                                                                                                                                                                                                                                                                                                                           
|                             | Safety and Sustainability Committee:                                                                                                                                                                                                                                                                                                                                                                                         

7

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|                                 
|---------------------------------
|Nominees for Election as Director
|                                 

|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                         | Mr. Gaucher, an entrepreneur since 1978, is the Chairman
    of the Board and Chief Executive Officer of Dynamis Group, Inc.
    (cogeneration and recycling projects construction and management firm). Mr.
    Gaucher holds a bachelor's degree in engineering from École Polytechnique
    of Montreal, an MBA from McGill University and a law degree from the
    University of Montreal.                                                                                                                                                                 
|MICHEL H. GAUCHER        | Over the past five
    years, he has also been a director of the following public company:                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Montréal, Québec, Canada |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Age: 62                  | Mindready Solutions Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Director since:          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|January 13, 1989         | He is also a founding partner and director of Palos
    Capital, President of College Stanislas of Montreal, and director and member
    of several not-for-profit organizations.                                                                                                                                                                                                                                                                                                                                                                               
|41,412 Common Shares    
|45,000 Options           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                         | 2005 Attendance:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                         | Board:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                         | Audit Committee:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                         | Safety and Sustainability Committee (Chairman):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                         | Mr. Gignac has been the President and Chief Executive
    Officer of Cambior Inc. since its inception in 1986. Mr. Gignac previously
    held progressive management positions with Falconbridge Copper Company and
    Exxon Minerals. He was also a professor in Mining Engineering at Laval
    University. Mr. Gignac has a doctorate in mining engineering from the
    University of Missouri-Rolla, a master's degree in mining engineering from
    the University of Minnesota and a bachelor's degree in mining engineering
    from Laval University.
|LOUIS GIGNAC             | Over the past five
    years, he has also served as a director of the following public entities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Brossard, Québec, Canada |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Age: 55                  | Domtar Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Director since:          | Gaz Métro Limited Partnership                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|March 17, 1986           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|429,546 Common Shares    | 2005 Attendance:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|1,225,000 Options        | Board:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                         | Not a member of
    any committee but attends all meetings at the committees' request.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

8

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|                                 
|---------------------------------
|Nominees for Election as Director
|                                 

|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |               
|---------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------
|                             | Mr. Hick is a corporate director and has over 20 years of
    senior management experience in the mining industry, most recently as CEO of
    Rio Narcea Gold Mines Ltd., (mining company) of which he is currently
    Vice-chairman and a director. Mr. Hick previously acted as a director of
    Cambior from June 2000 to December 2004. Mr. Hick earned a bachelor's degree
    in law from the University of Ottawa Law School and an arts degree from the
    University of Toronto.                                       
|JOHN W.W. Hick               | Over the past five years, he has
    also served as a director of the following public companies:                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Toronto, Ontario, Canada     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Age: 55                      | Hudson Resources Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 2002 - current
|Director since:              | Revett Minerals Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 2004 - current
|January 10, 2006             | Rio Narcea Gold Mines, Ltd.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 1997 - current
|25,000 Common Shares         | Defiance Mining Corporation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 2003  2004   
|                             | Geomaque Explorations Ltd.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 2001 - 2003   
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |               
|                             | Mr. Lacroix has been a Senior Advisor to Stikeman Elliott
    LLP (Montreal office) (national law firm) since 2003. From 2000 to 2003, Mr.
    Lacroix was Executive Chairman of the Board of Telemedia Corporation Inc.
    and of other companies in the Telemedia corporate structure. Prior thereto,
    he was a Senior Partner with McCarthy Tétrault, a law firm. He is also an
    adjunct professor at the Law Faculty of the University of Montreal. Mr.
    Lacroix holds a law degree and an MBA from McGill University.
|HUBERT T. LACROIX            | Over the past five years, he has
    been a director of the other following public entities:                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Montreal, Québec, Canada     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |               
|Age: 50                      | ITS Investments Limited Partnership                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 1998 - current
|Director since: May 12, 2005 | SFK Pulp Fund                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 2002 - current
|45,000 Common Shares         | Transcontinental Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 2000 - current
|                             | Zarlink Semiconductor Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 1992 - current
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |               
|                             | Mr. Lacroix is a trustee of the Lucie and André Chagnon
    Foundation as well as a director of their private management company, a
    trustee of the Martlet Foundation of McGill University and a director of the
    Montreal General Hospital Foundation and of the Fonds de développement du
    Collège Jean-de-Brébeuf. Mr. Lacroix is also an executive member of the
    Montreal Chapter of the Institute of Corporate Directors.                                                                                        
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |               
|                             | 2005 Attendance:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |               
|                             | Board:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 6/6           
|                             | Corporate Governance and Human Resources Committee:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 4/4           

9

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|                                 
|---------------------------------
|Nominees for Election as Director
|                                 

|                             | Mr. Normand is a corporate director. He is a chartered
    accountant and has been an auditor with large audit firms for six years. Mr.
    Normand held various management positions with Gaz Métropolitain Inc. for 25
    years; he was Chief Financial Officer for 17 years. Mr. Normand holds a
    commercial science degree from the École des Hautes Études Commerciales.
|---------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ROBERT NORMAND               | Over the past five years, he has
    been a director of the other following public companies:                                                                                                                                                                                                                                                                                    
|Rosemère, Québec, Canada     | Aurizon Mines Ltd.                                                                                                                                                                                                                                                                                                                                                               
|Age: 66                      | Enerplus Energy Fund                                                                                                                                                                                                                                                                                                                                                             
|Director since: May 17, 2000 | ING Canada Ltd.                                                                                                                                                                                                                                                                                                                                                                  
|43,317 Common Shares         | Quebecor World Inc.                                                                                                                                                                                                                                                                                                                                                              
|45,000 Options               | Sportscene Ltd.                                                                                                                                                                                                                                                                                                                                                                  
|                             | Concert Industries Ltd.                                                                                                                                                                                                                                                                                                                                                          
|                             | Groupe Coscient Inc.                                                                                                                                                                                                                                                                                                                                                             
|                             | Groupe Covitec Inc.                                                                                                                                                                                                                                                                                                                                                              
|                             | Mazarin Inc.                                                                                                                                                                                                                                                                                                                                                                     
|                             |                                                                                                                                                                                                                                                                                                                                                                                  
|                             | He is an executive member of the
    Montreal Chapter of the Institute of Corporate Directors and a member of the
    Financial Executive Institute.                                                                                                                                                                                                                             
|                             |                                                                                                                                                                                                                                                                                                                                                                                  
|                             | 2005 Attendance:                                                                                                                                                                                                                                                                                                                                                                 
|                             | Board:                                                                                                                                                                                                                                                                                                                                                                           
|                             | Audit Committee (Chairman):                                                                                                                                                                                                                                                                                                                                                      

The information as regards Common
Shares and Options is given as at March 15, 2006. Each nominee has supplied the
information concerning the number of Common Shares over which he exercises
control or direction.

All of the nominees whose names are
hereinabove mentioned have been elected director of the Company at the May 2005
shareholders' meeting for which an information circular was issued, except for
the following. Mr. Hick is a corporate director. He is also Vice Chairman of Rio Narcea Gold Mines Ltd. ("Rio Narcea"); Mr. Hick was, from 1997 until December
2004, President of John W.W. Hick Consultants Inc., a management consulting
firm; from December 2001 to June 2003, President and Chief Executive Officer of
Geomaque Explorations Inc.; from February 2003 to September 2004, President and
Chief Executive Officer of Defiance Mining Corporation; from September 2004 to
December 2004, Vice Chairman of Rio Narcea; and from December 2004 to December
2005, President and Chief Executive Officer of Rio Narcea.

Additional Disclosure Relating to Directors

To the knowledge of the Company, no
nominee as director is, or has been in the last ten years, a director or
executive officer of an issuer that, while that person was acting in that
capacity, (a) was the subject of a cease trade order or similar order or an
order that denied the issuer access to any exemptions under Canadian securities
legislation, for a period of more than 30 consecutive days, (b) was subject to
an event that resulted, after that person ceased to be a director or executive
officer, in the issuer being the subject of a cease trade or similar order or an
order that denied the issuer access to any exemption under Canadian securities
legislation, for a period of more than 30 consecutive days, or (c) within a year
of that person ceasing to act in that capacity, became bankrupt, made a proposal
under any legislation relating to bankruptcy or insolvency or was subject to or
instituted any proceedings, arrangement or compromise with creditors or had a
receiver, receiver manager or trustee appointed to hold its assets except for
the following: (i) Mr. Lacroix, a director of the Company, ceased serving as
director of Adventure Electronics Inc. on February 6, 1998, less than a year
before it filed an assignment in bankruptcy under the Bankruptcy and Insolvency
Act (Canada) on November 17, 1998, and (ii) Mr. Normand, a director of the
Company, served

10

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as director of Concert Industries Ltd. when it and its
Canadian operating subsidiaries announced on August 5, 2003 that they had filed
for protection under the Companies' Creditors Arrangement Act (the "CCAA").
Concert Industries Ltd. was restructured and a plan of compromise and
arrangement for its operating subsidiaries was approved in December 2004,
allowing them to emerge from the CCAA proceedings. Mr. Normand no longer serves
as director of Concert Industries Ltd.

Information Regarding the Audit Committee

The Company has an audit committee
which consist of Messrs. Normand (Chairman), Dufresne, Élie and Gaucher. The
Board of Directors of the Company has determined that all members of the Audit
Committee are "independent" and "financially literate" within the meaning of
Multilateral Instrument 52-110 Audit Committees and the US Sarbanes-Oxley Act of
2002 ("SOX"). The Board of Directors has also determined that Messrs. Normand
and Élie are "Audit Committee Financial Experts" within the meaning of SOX.

Additional information regarding the
Audit Committee, including a summary of the education and experience of each
member of the Audit Committee that is relevant to the performance of their
responsibilities as member of this committee, is available under Item VIII
entitled "Audit Committee" in the Company's Annual Information Form for the
fiscal year ended December 31, 2005. A copy of the Annual Information Form can
be obtained on SEDAR's Website at

Appointment of Auditors

In light of the Company's increased
international activities, the Audit Committee conducted a review of Cambior's
audit requirements and the offers of services received for the financial year
2006 and the fees associated with such services. As a result of such review, the
Audit Committee determined to recommend the appointment of
PricewaterhouseCoopers LLP ("PwC") as the Company's auditors for the fiscal year
ending December 31, 2006.

The Board approved the unanimous
recommendation of the Audit Committee to appoint PwC because of their knowledge
of the Company and mining industry, the continuity of service, the international
availability of services, and their competitive rates.

At the meeting, or any adjournment thereof, PwC will
be proposed for appointment as auditors of the Company for the fiscal year
ending December 31, 2006.

Attached to this Information Circular
as Schedule A are copies of documents required by the regulatory authorities
relating to the change of auditors, including a copy of the Notice of Change of
Auditors. As indicated in the Notice of Change of Auditors, there have been no
reportable events (including disagreements, unresolved issues and consultations)
in connection with the audits of the Company's financial statements by its
auditors, Raymond Chabot Grant Thornton, LLP, ("RCGT") for the two most recently
completed financial years as at the date of the Notice of Change of Auditors,
being the reports for the financial years ended December 31, 2004 and 2003.

Unless authority to vote in respect
thereof is withheld, the nominees named in the accompanying Form of Proxy will
vote IN FAVOUR of the appointment of PwC as auditors of the Company and IN
FAVOUR of authorizing the Audit Committee of the Board of Directors to fix their
remuneration.

Audit and Other Fees

The following table shows fees billed by RCGT, in the
past two fiscal years for various services provided to the Company and its
subsidiaries:

11

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|                   | Year ended        | Year ended       
|------------------ | ----------------- | -----------------
|                   | December 31, 2005 | December 31, 2004
|                   | $                 | $                
|Audit Fees         | 485,261           | 454,358          
|Audit-Related Fees | 64,213            | 33,340           
|Tax Fees           | Nil               | Nil              
|Other Fees         | Nil               | Nil              
|TOTAL              | 549,474           | 487,698          

Audit Fees

Audit fees include the professional
services rendered for the audit of the consolidated annual financial statements
of the Company, the review of the Company's quarterly financial statements and
the accounting consultations arising during the audit.

Audit-Related Fees

These fees include professional
services that reasonably relate to the performance of the audit or review of the
Company's financial statements, including audit of the employees' retirement
plans and assistance related to the Company's internal control certification
program.

Shareholders' Rights Plan

At the Meeting, the shareholders will
be asked to ratify the Shareholders Rights Plan (the "Rights Plan") adopted by
the Board of Directors on November 3, 2005. The agreement dated as of November
4, 2005 between the Company and CIBC Mellon Trust Company, as Rights Agent,
containing the terms and conditions of the Rights Plan (the "Rights Agreement")
is filed on SEDAR at

The Board of Directors has
unanimously determined that the Rights Plan is in the best interests of the
shareholders and the Company and recommends that shareholders vote for its
ratification. The Rights Plan will provide the Board of Directors and the
shareholders more time to fully consider any unsolicited takeover bid for the
Company. The Rights Plan is intended to discourage coercive or unfair takeover
bids and gives the Board of Directors time to pursue alternatives to maximize
shareholder value, if appropriate, in the event of an unsolicited takeover bid.

The Rights Plan is effective as of
November 4, 2005 and is subject to ratification by the shareholders at the
Meeting. To continue to be effective, the Rights Plan must be ratified by a
resolution passed by a majority of the votes cast at the Meeting in person or by
proxy. Should the resolution not be passed by a majority of the votes so cast at
the Meeting, the Rights Plan and any then outstanding Rights shall be of no
further force and effect from May 3, 2006.

Shareholders will be asked at the
Meeting to consider and, if deemed advisable, to approve, by a simple majority
of votes cast at the Meeting, a resolution, the text of which is set forth in
Schedule B to this Information Circular (the "Rights Plan Resolution"), to
ratify the Rights Plan.

Background: The primary objective
of the Rights Plan is to provide the Board of Directors with sufficient time to
explore and develop alternatives for maximizing shareholder value if a takeover
bid is made for the Company and to provide every shareholder with an equal
opportunity to participate in such a bid. The Rights Plan encourages a potential
acquirer to proceed either by way of a Permitted Bid (as defined in the Rights
Plan), which requires the takeover bid to satisfy certain minimum standards
designed to promote fairness, or with the concurrence of the Board.

In adopting the Rights Plan, the
Board of Directors considered the legislative framework in Canada governing
takeover bids. Under provincial securities legislation, a takeover bid generally
means an offer to acquire voting or equity shares of a person or persons, where
the shares subject to the offer to acquire,

12

---



together with shares already owned by the bidder and certain related parties
thereto, aggregate 20% or more of the outstanding shares of a corporation.

The existing legislative framework for takeover bids
in Canada continues to raise the following concerns for shareholders of the
Company:

(i) Time: Current legislation
permits a takeover bid to expire 21 days after it is initiated. The Board of
Directors is of the view that this is not sufficient time to permit shareholders
to consider a takeover bid and make a reasoned and unhurried decision.

(ii) Pressure to Tender: A
shareholder may feel compelled to tender to a takeover bid which the shareholder
considers to be inadequate out of a concern that in failing to do so, the
shareholder may be left with illiquid or minority discounted Common Shares. This
is particularly so in the case of a partial takeover bid for less than all of
the Common Shares, where the bidder wishes to obtain a control position but does
not wish to acquire all of the Common Shares. The Rights Plan provides a
shareholder tender approval mechanism which is intended to ensure that a
shareholder can separate the decision to tender from the approval or disapproval
of a particular takeover bid.

(iii) Unequal Treatment: Full Value:
While existing provincial securities legislation has substantially addressed
many concerns in this regard, there remains the possibility that control of the
Company may be acquired pursuant to a private agreement in which one or a small
group of shareholders dispose of Common Shares at a premium to market price
which premium is not shared with the other shareholders. In addition, a person
may slowly accumulate Common Shares through stock exchange acquisitions which
may result, over time, in an acquisition of control without payment of fair
value for control or a fair sharing of a control premium among all shareholders.

Summary: The following is a
summary of the principal terms of the Rights Plan which is qualified in its
entirety by reference to the text of the Rights Plan which is filed on the
Company's Website at

All capitalized expressions or terms in the following
summary have the meaning ascribed to them in the Rights Plan.

Effective Date: The effective date of the Rights
Plan is November 4, 2005.

Term: Unless otherwise terminated
in accordance with its terms, the Rights Plan will terminate at the close of the
third annual meeting of the Company's shareholders following the meeting at
which the Rights Plan is ratified by shareholders, unless the Rights Plan is
reconfirmed and extended at such meeting.

Shareholder Approval: The Rights
Plan must be ratified by shareholders within six months of its effective date.
For the Rights Plan to continue to be effective following the Meeting, the
Rights Plan Resolution must be approved by a majority of the votes cast at the
Meeting by shareholders voting in person and by proxy.

Issue of Rights: On the Effective
Date, one right to purchase a Common Share, upon the terms and subject to the
conditions set forth in the Rights Plan, was issued and attached to each Common
Share outstanding and attaches to each Common Share subsequently issued.

Rights Exercise Privilege: The
Rights will separate from the Common Shares and will be exercisable on the tenth
Business Day after the earlier of (i) the Stock Acquisition Date; (ii) the date
of the commencement of, or first public announcement of the intent of any Person
to commence, a Takeover Bid, other than a Permitted Bid or Competing Permitted
Bid and; (iii) the date upon which a Permitted Bid or

13

---



Competing Permitted Bid ceases to be such; or such later date as may be
determined by the Board of Directors in good faith.

Flip-in Event: The acquisition by
any Person (an "Acquiring Person") of 20% or more of the outstanding Common
Shares of the Company, other than by way of a Permitted Bid, a Voting Share
Reduction, an Exempt Acquisition, a Pro Rata Acquisition or a Convertible
Security Acquisition is referred to as a "Flip-in Event". Any Rights held by an
Acquiring Person will become void upon the occurrence of a Flip-in Event. Ten
Business Days after the occurrence of the Flip-in Event, each Right, (other than
those held by the Acquiring Person), will permit the purchase of Common Shares
at a substantial discount to the market price at the time.

The issue of the Rights is not
initially dilutive. Upon a Flip-in Event occurring and the Rights separating
from the Common Shares, reported earnings per share on a fully diluted or
non-diluted basis may be affected. Holders of Rights not exercising their Rights
upon the occurrence of a Flip-in Event may suffer substantial dilution.

Certificates and Transferability:
Prior to the Separation Time, the Rights are evidenced by a legend imprinted on
certificates for the Common Shares issued from and after the Effective Date and
are not to be transferable separately from the Common Shares. From and after the
Separation Time, the Rights will be evidenced by Rights certificates which will
be transferable and traded separately from the Common Shares.

Permitted Bid Requirements: Under
the Rights Plan, a "Permitted Bid" is a bid made to all shareholders of the
Company and is open for acceptance for not less than 60 days. If, at the end of
such 60-day period, at least 50 percent of the outstanding shares, other than
those owned by the offeror and certain related parties, have been tendered, the
offeror may take up and pay for the shares but must extend the bid for a further
10 days to allow other shareholders to tender. The Rights Plan is similar to
other shareholders rights plans adopted by several other Canadian companies and
approved by their respective shareholders.

Waiver: The Board of Directors
may, until the occurrence of a Flip-in Event, waive the application of the
Rights Plan to a particular Flip-in Event (an "Exempt Acquisition") where the
Takeover Bid is made by a takeover bid circular to all holders of Common Shares.
Where the Board of Directors exercises the power of waiver for one Takeover Bid,
the waiver will also apply to any other Takeover Bid for the Company made by a
takeover bid circular to all holders of Common Shares prior to the expiry of the
other bid for which the Rights Plan has been waived by the Board of Directors.

Redemption: The Board of
Directors, with the majority approval of shareholders (or the holders of Rights
if the Separation Time has occurred) at a meeting duly called for that purpose,
may redeem the Rights at $0.0001 per Right. Rights may also be redeemed by the
Board of Directors without such approval following completion of a Permitted
Bid, Competing Permitted Bid or Exempt Acquisition.

Amendment: The Company may amend
the Rights Plan with the majority approval of shareholders (or the holders of
Rights, if the Separation Time has occurred) at a meeting duly called for that
purpose. The Company, without such approval, may correct clerical or
typographical errors and, subject to approval as noted above at the next meeting
of the shareholders (or holders of Rights, as the case may be), may make
amendments to the Rights Plan which the Board of Directors acting in good faith
considers necessary or desirable.

Board of Directors: The Rights
Plan will not detract from or lessen the duty of the Board of Directors to act
honestly and in good faith with a view to the best interests of the Company. The
Board of Directors, when a Permitted Bid is made, will continue to have the duty
and power to take such actions and make such recommendations to shareholders as
are considered appropriate.

Exemptions for Investment Advisors: Persons whose
ordinary business is managing investment funds for others, trust companies
(acting in their capacities as trustees and administrators), statutory bodies

14

---



whose business includes the management of funds, and
administrators of registered pension plans are exempt from triggering a Flip-in
Event, provided that they are not making, or are not part of a group making, a
takeover bid.

Recommendation of the Board of
Directors: The Board of Directors has determined that the Rights Plan is in
the best interests of the Company and its shareholders. The Board of Directors
unanimously recommends that shareholders vote in favour of the Rights Plan
Resolution.

The Rights Plan has not been adopted
in response to, or in contemplation of, any specific proposal to acquire control
of the Company. At the present time, the Company has no knowledge of any
Takeover Bid, or any intended Takeover Bid from any person.

Unless otherwise instructed by the shareholder, the
Common Shares represented by the Form of Proxy enclosed herewith will be voted
FOR the resolution to ratify the Rights Plan.

Directors' Compensation

Directors' compensation is paid to
outside directors only. On January 10, 2006, the Board approved the Corporate
Governance and Human Resources Committee's recommendation to maintain, for 2006,
directors' cash remuneration as established in 2005, being:

|                                         | 2006  
|---------------------------------------- | ------
|                                         | $     
|                                         |       
|Annual Retainer:                         | 20,000
|Board fee per meeting:                   | 1,200 
|Committee fee per meeting:               | 1,200 
|Additional Annual Chair Retainer:        |       
|Board of Directors:                      | 30,000
|Audit Committee:                         | 10,000
|Corporate Governance and                 |       
|Human Resources Committee:               | 5,000 
|Safety and Sustainability
    Committee: | 5,000 

For any board or committee special
meeting held via a telephone conference, the attendance fee is one-half the
normal fee. The total amount of compensation paid by the Company to directors in
respect of the 26 meetings of the Board of Directors and its committees during
2005 was $323,600. Travel and other expenses incurred by directors to attend
board and committee meetings are reimbursed.

The Stock Option Plan, adopted at the
Annual General and Special Meeting of Shareholders on May 2, 1990 and more fully
described under the heading "Corporate Governance and Human Resources Committee
 Report on Executive Compensation  Long-Term Incentive Plan (Stock Option
Plan)", allows the granting of stock options to directors of the Company. On
April 25, 2002, the Board of Directors approved a policy that provided for the
granting to each outside director, on the date of each annual meeting of the
shareholders of the Company, of an option to purchase 10,000 Common Shares at
the same exercise price as for all employees receiving options of the Company
and in accordance with the Stock Option Plan. On February 18, 2005, the Board of
Directors decided to terminate said policy, and to consider other forms of
compensation for directors. As at the date of this Information Circular, no
other form of compensation has been established for directors.

Directors' Shareholding

In order to better link the interest
of directors to those of shareholders, directors are required, since February
2004, to hold Common Shares of the Company with a value of no less than three
times their annual retainer currently being equal to $60,000. Directors are
expected to reach this level no later than

15

---



February 17, 2006, except for those appointed or elected director after
February 2004 who have two (2) years following their appointment or election,
accordingly, to satisfy this policy.

The following table shows, as at
December 31, 2005, the number and value of Common Shares of the Company owned by
each director and how much each director is required to invest to meet the
minimum share ownership requirements set by the Board of Directors. The total
value of Common Shares is the amount each director had at stake in the Company
as at December 31, 2005.

|Directors' Shareholding                                                              
|-------------------------------------------------------------------------------------
|                                                                                     
|                                                                                     
|                                                                                     
|                                                                                     
|Director                                                                             
|                                                                                     
|Alexander G. Balogh                                                                  
|Guy G. Dufresne                                                                      
|Jean-André Élie                                                                      
|Graham Farquharson                                                                   
|Michel H. Gaucher                                                                    
|Louis Gignac                                                                         
|John W. W. Hick                                                                      
|Hubert T. Lacroix                                                                    
|Robert Normand                                                                       
|(1) The price of a common share of the
    Company was $3.25 as at December 31, 2005.

Executive Compensation

The following table presents, for the
periods indicated, the compensation of the President and Chief Executive
Officer, the Vice President, Finance and Chief Financial Officer and the three
other most highly compensated executive officers of the Company for the fiscal
year ended December 31, 2005 (the "Named Executive Officers").

SUMMARY COMPENSATION TABLE

|                                  |      |                     |                  |                  | Long-Term        |             
|--------------------------------- | ---- | ------------------- | ---------------- | ---------------- | ---------------- | ------------
|                                  |      | Annual Compensation | Compensation (3) |                 
|                                  |      |                     |                  | Other Annual (2) | Securities Under | All Other   
|                                  |      | Salary              | Bonus (1)        | Compensation     | Options Granted  | Compensation
|Name and Principal Position       | Year | ($)                 | ($)              | ($)              | (no. of shares)  | ($)         
|Louis Gignac                      | 2005 | 416,000             | 120,000          | -                | 200,000          | Nil         
|President and Chief Executive     | 2004 | 392,900             | Nil              | -                | 200,000          | Nil         
|Officer                           | 2003 | 362,600             | 200,000          | -                | 185,000          | Nil         
|Bryan A. Coates                   | 2005 | 261,700             | 88,000           | -                | 70,000           | Nil         
|Vice President, Finance and Chief | 2004 | 255,800             | 68,000           | -                | 70,000           | Nil         
|Financial Officer                 | 2003 | 249,000             | 95,000           | 1,800            | 65,000           | Nil         
|Réjean Gourde (4)                 | 2005 | 305,000             | US50,000         | 37,900           | 70,000           | Nil         
|Senior Vice President, Guiana     | 2004 | 304,300             | US66,000         | 40,000           | 70,000           | Nil         
|Shield                            | 2003 | 267,900             | US60,000         | 41,800           | 65,000           | Nil         
|Robert Ménard (5)                 | 2005 | 232,600             | 101,000          | -                | 70,000           | Nil         
|Vice President, Projects and      | 2004 | 234,900             | Nil              | -                | 50,000           | Nil         
|Construction                      | 2003 | 273,100             | 116,000          | -                | 35,000           | Nil         

16

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|                            |      |                     |                  |                  | Long-Term        |             
|--------------------------- | ---- | ------------------- | ---------------- | ---------------- | ---------------- | ------------
|                            |      | Annual Compensation | Compensation (3) |                 
|                            |      |                     |                  | Other Annual (2) | Securities Under | All Other   
|                            |      | Salary              | Bonus (1)        | Compensation     | Options Granted  | Compensation
|Name and Principal Position | Year | ($)                 | ($)              | ($)              | (no. of shares)  | ($)         
|Jacques Perron (6)          | 2005 | 255,000             | 50,000           | -                | 70,000           | Nil         
|Vice President, Canada      | 2004 | 135,600             | 12,000           | -                | 70,000           | Nil         
|                            | 2003 | N/A                 | N/A              | N/A              | N/A              | N/A         

(1)

(2) The
amount shown for Mr. Gourde is for a housing allowance to reflect his
international employment status. The amount shown for Mr. Coates reflects the
taxable benefit in connection with an interest free relocation loan. Named
Executive Officers are entitled to the use of a Company-leased automobile, and
other perquisites. The value of such perquisites is no greater than the lesser
of 10% of the total annual compensation (base salary and bonus) and $50,000.

(3)
There are no long-term compensation programs other than the Stock Option Plan.

(4) All
salaries are expressed in Canadian dollars. Mr. Gourde's compensation is in US
dollars and, except as otherwise indicated, is converted at the exchange rates
applicable at the time it was allocated; all other amounts are converted at a
rate of 1.3128 (2003), 1.2191 (2004) and 1.2116 (2005). As of April 1st,
2003, Mr. Gourde benefits from a quarterly conversion rate adjustment
guarantying a 1.5000 exchange rate, as compared to the quarter's average
exchange rate.

(5) Mr.
Ménard's 2003 salary includes a non-recurring salary adjustment for additional
responsibilities assumed and considerable time spent abroad. His bonus for 2005
is in regards to performance objectives achieved in 2004 and 2005.

(6) Mr.
Perron joined the Company in June 2004.

OPTION GRANTS DURING THE MOST RECENTLY COMPLETED FINANCIAL
YEAR

|                |                 |                    |              | Market Value of      |             
|--------------- | --------------- | ------------------ | ------------ | -------------------- | ------------
|                | Securities      |                    |              | Securities           |             
|                | Under Options   | % of Total Options | Exercise     | Underlying Options   |             
|                | Granted         | Granted to         | Price (1)    | on the Date of Grant | Expiration  
|Name            | (no. of shares) | Employees in 2005  | ($/Security) | ($/Security)         | Date        
|Louis Gignac    | 200,000         | 11.8%              | $2.30        | $2.30                | May 11, 2012
|Bryan A. Coates | 70,000          | 4.1%               | $2.30        | $2.30                | May 11, 2012
|Réjean Gourde   | 70,000          | 4.1%               | $2.30        | $2.30                | May 11, 2012
|Robert Ménard   | 70,000          | 4.1%               | $2.30        | $2.30                | May 11, 2012
|Jacques Perron  | 70,000          | 4.1%               | $2.30        | $2.30                | May 11, 2012

(1)

Options granted in 2005 under the
terms of the long-term incentive plan are for Common Shares, have a term of
seven years and become exercisable, as to 50%, two years after the date of grant
and, as to the remaining 50%, three years after the date of grant. Reference is
made to the disclosure under the heading "Corporate Governance and Human
Resources Committee  Report on Executive Compensation  Long-Term Incentive
Plan (Stock Option Plan)" for details on the Stock Option Plan.

AGGREGATED OPTIONS EXERCISED DURING THE MOST RECENTLY 
COMPLETED FINANCIAL YEAR AND FINANCIAL YEAR-END OPTION VALUES

|                |                 |              |                                  |                            | Value of Unexercised in-the-
|--------------- | --------------- | ------------ | -------------------------------- | -------------------------- | ----------------------------
|                | Securities      | Aggregate    | Unexercised Options at Financial | Money Options at Financial
|                | Acquired on     | Value        | Year-End                         | Year-End                  
|Name            | Exercise        | Realized (1) | (no. of shares)                  | ($)                       
|                | (no. of shares) | ($)          | Exercisable                      | Unexercisable              | Exercisable                 
|Louis Gignac    | -               | -            | 732,500                          | 492,500                    | 1,091,850                   
|Bryan A. Coates | -               | -            | 222,500                          | 172,500                    | 434,950                     
|Réjean Gourde   | -               | -            | 295,500                          | 172,500                    | 420,390                     
|Robert Ménard   | -               | -            | 183,500                          | 137,500                    | 265,830                     
|Jacques Perron  | -               | -            | Nil                              | 140,000                    | Nil                         

17

---



(1)

The market value of a Common Share of
the Company was $3.25 at December 31, 2005.

Equity Compensation Plan Information

The following table
presents information as at December 31, 2005 with respect to Common Shares
authorized for issuance under the Stock Option Plan and other equity
compensation plans that provide for the issuance of shares.

|                                    |                            |                              | Number of securities        
|----------------------------------- | -------------------------- | ---------------------------- | ----------------------------
|                                    |                            |                              | remaining available for     
|                                    |                            |                              | future issuance under equity
|                                    | Number of securities to be |                              | compensation plans          
|                                    | issued upon exercise of    | Weighted-average exercise    | (excluding securities       
|                                    | outstanding options        | price of outstanding options | reflected in column (a))    
|                                    | (#)                        | ($)                          | (#)                         
|                                    |                            |                              |                             
|Plan Category                       | (a)                        | (b)                          | (c)                         
|Equity compensation plans           |                            |                              |                             
|approved by securityholders
    (1) | 7,394,700 (2)              | 2.44                         | 4,810,123 (2)               
|                                    |                            |                              |                             
|Equity compensation plans not       |                            |                              |                             
|approved by securityholders
    (3) | 826,182                    | 2.29                         | Nil                         
|                                    |                            |                              |                             
|Total                               | 8,220,882                  | 2.42                         | 4,810,123                   

(1)

(2) As
at March 15, 2006, as a result of expirations, cancellations, grants and
exercises of options, there are 7,031,100 Common Shares under option and
4,871,281 Common Shares available for future grants.



Retirement Benefits

Officers and senior management of the
Company, specifically designated by the Board of Directors, participate in a
non-contributory defined benefits registered pension plan. This pension plan is
managed by a retirement committee composed of representatives of the Company and
the participants, and an independent third party.

Estimated annual retirement allowance benefits
payable upon retirement to the specified Named Executive Officers are shown in
the following table.

PENSION PLAN TABLE 
ESTIMATED TOTAL ANNUAL BENEFIT ON RETIREMENT

|                | Years of Service
|--------------- | ----------------
|Remuneration($) | 15              
|125,000         | 32,812          
|150,000         | 39,375          
|175,000         | 45,937          
|200,000         | 52,500          
|225,000         | 59,062          
|250,000         | 65,625          
|300,000         | 78,750          

18

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|                | Years of Service
|--------------- | ----------------
|Remuneration($) | 15              
|350,000         | 91,875          
|400,000         | 105,000         
|450,000         | 118,125         
|500,000         | 131,250         

Pension benefits are calculated and
accrued on the basis of 1.75% multiplied by years of pensionable service
multiplied by the average of the highest three years base salary earned during
the six years prior to retirement. The registered pension plan provides benefits
up to the limits prescribed by Revenue Canada. Normal retirement age is 65.
There is no reduction in the amounts paid under the plan to reflect the value of
statutory retirement income benefits. Participants may choose to contribute to
this registered pension plan and in return receive incidental benefits, subject
to the maximum prescribed by Revenue Canada, which is established on an
individual basis for each interested participant by the Company=s actuaries.

Members of the senior management of
the Company specifically designated by the Board of Directors, including the
Named Executive Officers, participate in a non-contributory supplementary
executive retirement plan (the "SERP"). The intent of the SERP is to provide a
pension that is equal to that which would otherwise be received if the
registered pension plan reflected the full amount of base salary.

Benefits accrue under the combined
terms of the registered pension plan and the SERP. The total pension payable
under the terms of the registered pension plan and the SERP is limited to a
maximum of 70% of pensionable earnings.

The registered pension plan is funded
in accordance with applicable laws. Contributions are assessed by the Board of
Directors on a yearly basis in light of the Company=s then financial position
and other factors deemed relevant by the Board of Directors. The Board has
discretion to elect to contribute or not in respect of any particular year.
However, the Company is obliged by applicable laws to begin funding over a
period of three years its obligations under the terms of the SERP when each
participant reaches the age of 68, or immediately if there is a change of
control of the Company.

The normal form of pension is a
benefit payable for life, with 60% continuing to the surviving spouse. Pension
benefits may be taken in other forms subject to actuarial adjustment. As of
December 31, 2005, complete years of service credited to each Named Executive
Officer under the terms of the plans were:

|                | Years of Pensionable Service
|--------------- | ----------------------------
|                | Registered Plan             
|Louis Gignac    | 19 years and 7 months       
|Bryan A. Coates | 4 years and 5 months        
|Réjean Gourde   | 17 years (3)                
|Robert Ménard   | 11 years and 10 months      
|Jacques Perron  | 1 year and 6 months         

(1)

(2) Mr.
Coates has a special retirement income arrangement wherein, for each year of
service completed since his hiring date in July 2001, he is credited with one
additional year of pensionable service in the SERP, subject to a maximum of five
additional years of service.

(3) Mr.
Gourde has been established out of Canada for over ten years. As a result of
registered pension plan rules effective since 2000, his years of services after
December 31, 2004 cannot be credited under the registered pension plan. However,
his pension benefits for such years are fully covered under the SERP.

(4) Mr.
Gourde has a special retirement income arrangement wherein, for each year of
service completed since January 1st, 2003, he is credited with one
additional year of pensionable service in the SERP, subject to a maximum of
three additional years of service.

19

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(5) Mr.
Ménard has a special retirement income arrangement whereby, for each year of
service completed after August 25, 2006, he will be credited one-half of one
additional year of pensionable service in the SERP, subject to a maximum of two
additional years of service.

Employment Agreements

The senior officers of the Company,
including Named Executive Officers, benefit from certain protection measures in
the event of a change of control of the Company. Upon termination of employment
subsequent to a change of control and for any reason other than death or for
cause, each Named Executive Officer shall be entitled to: a) a severance payment
equal to a certain number of months of base salary; b) the accelerated vesting
of 100% of the stock options granted whether or not exercisable on such date; c)
the immediate purchase of 100% of the shares acquired by the Company for the
employee through the share purchase plan, but not yet available to the employee
at such date; d) the credit of years of service for the purposes of the
registered pension plan and of the SERP for a period equal to the lesser of i)
the period covered by the severance payment and ii) the period covered between
the date of termination and the date of the normal retirement age (65 years); e)
the maintenance of fringe benefits for the period set forth above in d),
including life insurance but excluding short and long-term disability insurance;
and f) certain other benefits of less importance. The severance payment of the
President and Chief Executive Officer and of the other Named Executive Officers
shall be equal to 24 months of their base salary. When calculating severance
amounts, no period should exceed the period covered between the date of
termination of employment and the date of the normal retirement age (65 years).

The benefits described above also
apply upon termination of employment by a senior officer in response to an
improper change such as a substantial change in responsibilities or status
subsequent to a change of control.

Corporate Governance and Human Resources Committee  
Report on Executive Compensation

The Corporate Governance and Human
Resources Committee of the Board of Directors (the "Committee") oversees
compensation and career development for officers and senior managers of the
Company. The Committee is currently composed of four independent members of the
Board of Directors. The Committee held five meetings in 2005.

The Committee makes recommendations
to the Board of Directors on all aspects of the compensation payable to the
President and Chief Executive Officer and the other officers. The President and
Chief Executive Officer may attend committee meetings to provide advice and
recommendations regarding issues of concern to the Committee, including
compensation of the Named Executive Officers. However, the President and Chief
Executive Officer is not a member of the Committee and as such, is not entitled
to vote on any matter brought before the Committee and must not be present
during discussion of his own compensation.

The Committee also reviews, for approval by the Board
of Directors, the design and competitiveness of the Company's executive
compensation program.

Executive Compensation Strategy

Compensation is a tool used to
attract, retain and motivate superior managers who focus on performance and
increasing shareholder value. As a result, the Committee fosters the development
of executive compensation plans that are designed to accomplish the following
objectives:

- attract to the Company superior managers who have already proven their
  ability, insight and judgment;
- retain the services of such managers throughout successive business cycles
  typically experienced by resource-based companies;

20

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encourage managers to link their personal interests to those of the
  shareholders of the Company; and
  motivate managers to attend to the critical issues of operations which are
  vital to the ongoing success of the Company.The Company may retain independent
compensation consultants to assess its executive compensation policy relative to
the marketplace, and participates and subscribes to various surveys on executive
compensation. The Company also collects information about other corporations of
similar size within the mining industry.
The Committee is committed to the
concept of executive compensation being related to corporate performance, but
also believes that compensation should reflect operational, developmental and
other results achieved by the Company that contribute to increasing its value.
Further, compensation design must recognize cyclical factors which are relevant
to the mining industry segment generally.
Finally, employees based in foreign
countries must be compensated competitively with standards prevailing within the
international mining community. Advice and counsel is sought regularly from
various sources, including independent consultants, on competitive levels of
compensation for expatriate employees in the various locations where the Company
does business.
Compensation for all senior officers,
including the Named Executive Officers, consists of four components: a base
salary, a cash-based annual incentive, a long-term incentive (Stock Option Plan)
and employee benefits. As a senior officer's level of responsibilities
increases, a greater portion of total compensation is based on performance.
Underlying the Company's compensation process is a performance measurement
assessment for operations, activities and senior officers. The Committee reviews
the Company's performance on a quarterly basis, and assesses individual
executive performance at yearend. The level of achievement of the objectives set
in respect of each performance criteria has a direct impact on the cash-based
annual incentive and may be considered for the long-term incentive of each said
senior officer, thereby establishing a direct link between senior executive
compensation and the Company's financial and non-financial performance.
Base Salary

The Committee reviews the base salary
of senior officers, including the Named Executive Officers, on an annual basis.
The base salaries of senior officers are established with reference to their
responsibilities, experience and specific competencies. The Company policy is to
set the base salary at a level comparable to the median base salaries offered by
a reference group consisting of Canadian mining companies (the "Reference
Group") for senior officers occupying positions of similar importance, scope and
complexity to those at the Company. Current salaries are generally equivalent to
the targeted competitive positions. From year to year, base salaries are
significantly increased only if the senior officer assumes material additional
responsibilities, or market compensation practices change substantially.
Accordingly, differentiation of assessed performance for senior officers is
primarily reflected in overall compensation through the cash-based annual
incentive and equity incentive awards under the long-term incentive plan. In
2005, the Committee approved recommendations to adjust the base salary of senior
officers including the Named Executive Officers, to maintain the median base
salaries of the Reference Group.
Annual Incentive Compensation

The Company provides a cash-based
annual incentive compensation to officers, including the Named Executive
Officers, and managers under the terms of its Bonus Incentive Plan. This Plan
provides for cash bonuses based on the achievement of financial and
non-financial performance objectives that are first identified by the Chief
Executive Officer. Part of the annual incentive amount payable to each executive
is based upon the achievement of such performance targets or objectives. For the
financial year 2005, performance objectives for senior officers, including the
Named Executive Officers, were in regards to corporate performance (share price
performance, adjusted cash flow, earnings), operational results (net
21
operating cash flow, safety, environmental and social
performance, mining reserves), project development, business development and
organizational results. Each performance measure is weighted relative to its
significance to the activities managed by the individual, and threshold, target
and superior levels of performance are defined.
The Committee is committed to tying
executive compensation to both corporate results and individual performance.
Thus, the balance of incentive compensation rewards individual performance and
other significant contributions or achievements that relate directly to the
areas of operations for which the individual is responsible. Each year the
Committee approves the performance objectives or targets under the Bonus
Incentive Plan. The Board of Directors, upon recommendation of the Committee,
approves the final bonus awards.
Long-Term Incentive Plan (Stock Option Plan)

The Stock Option Plan serves as a
long-term incentive plan, pursuant to which stock options may be granted to
senior officers of the Company, including the Named Executive Officers,
directors of the Company and any key employee of the Company designated as such
by the Board of Directors (the "Beneficiaries"). This component of compensation
is a major component of total compensation for senior officers and is intended
to retain the services of valued employees, motivate them to take actions that
enhance shareholder value and align their interests with those of the
shareholders.
The Board of Directors, upon
recommendation from the Committee, manages the Stock Option Plan with full
authority and considers option grants annually. The number of options granted
each year is recommended by the President and Chief Executive Officer, to the
Committee, other than for himself, based on his assessment of the performance or
contribution of each individual. The Committee in turn, makes recommendations to
the Board of Directors. The Board of Directors may take into consideration the
number and term of options previously granted when making the decision to grant
additional options.
The principal terms of the Stock Option Plan are
summarized below:
The maximum number of Common Shares
that may be issued under the Stock Option Plan shall not exceed five percent
(5%) of the issued and outstanding Common Shares at the time of grant,
representing approximately 13,776,081 as at March 15, 2006.
The maximum number of Common Shares
that may be issued to any one person, including any insider of the Company, may
not exceed five percent (5%) of the outstanding Common Shares of the Company.
The exercise price for any option granted under the Stock Option Plan must not
be less than the average of the closing prices of the Common Share on the TSX
for the five business days immediately preceding the grant date.
Options granted under the Stock
Option Plan are exercisable for such period of time as set by the Board of
Directors, which is currently seven (7) years after the date of grant.
Generally, options that have been granted under the Stock Option Plan have not
been exercisable during the first two years following their grant, with 50% of
the options becoming exercisable as of the second anniversary date of their
grant and 100% as of the third anniversary date of their grant.
Outstanding options are forfeited in
the case of a Beneficiary who is dismissed for cause. In the case of a
Beneficiary dismissed without cause, outstanding options expire on the 90th day
following the termination of employment or on such later date as the Board of
Directors may determine (which date may not be later than the expiry date
otherwise applicable to such options). In other circumstances such as the
resignation, early retirement, retirement or death of a Beneficiary, outstanding
options expire within varying periods of up to 36 months following the cessation
of employment. The options are not assignable other than transmission by death.
Subject to the approval of any
applicable stock exchange, terms of the Stock Option Plan may be amended by the
Board of Directors, provided that any amendment which materially increases the
benefits under the plan, increases the number of Common Shares issuable under
the plan or materially modifies the22eligibility requirements of employees under the Stock Option
Plan, requires approval of holders of Common Shares by a majority of votes cast
at a shareholders' meeting. No such amendment may adversely affect the rights of
a Beneficiary without the consent of such Beneficiary.
Since the inception of the Stock
Option Plan in 1990, 1,873,700 Common Shares have been issued upon the exercise
of options (0.68% of the outstanding share capital of the Company as at March
15, 2006). As of March 15, 2006, there were options outstanding to purchase
7,031,100 Common Shares (2.6% of the issued and outstanding Common Shares of the
Company). Therefore 4,871,281 Common Shares are currently available for future
grants (1.8% of the outstanding Common Shares).
Employee Benefits

Management and the Board of Directors believe that
the Company's employee benefits and pension plan are comparable, on the whole,
to those offered by the Reference Group.
Employee Share Purchase Plan

The Company promotes share ownership
by its employees through its Employee Share Purchase Plan. Under this Plan,
employees may contribute a minimum of 1% of their gross salary per year by way
of payroll deductions. The Company's contribution consists in the lesser of an
amount equal to 50% of the employee's contribution, up to 3% of their gross
salary or a maximum of $5,000 per year. The Company's contributions are vested
as of December 31st of each year in each employee who has
participated continuously during said year.
President and Chief Executive Officer's Compensation

The compensation plans described
above as regards senior officers, apply to the President and Chief Executive
Officer; the Committee adjusts his compensation and assesses his performance
using the same performance measures that apply to the other senior officers.
In February 2005, the Committee
reviewed the bonus incentive plan and the base salary of the President and Chief
Executive Officer to ensure that it remained competitive with the median base
salary of the Reference Group. In addition to information on the Reference
Group, the Committee's assessment was also based on studies from consulting
firms.
Mr. Gignac's salary for the year 2005
is $416,000. Pursuant to the Bonus Incentive Plan and the achievement of the
performance objectives and targets with respect to 2005, the Board of Directors
approved a bonus of $120,000 for Mr. Gignac. Pursuant to the Stock Option Plan,
in May 2005, Mr. Gignac was granted options to purchase 200,000 Common Shares of
the Company at the market price of $2.30 per share. The options were granted for
a period of seven years and will expire on May 11, 2012, subject to the terms of
the Stock Option Plan. The options will vest as to 50% of the shares two years
following the date of grant and the remaining 50% of the shares three years
following the date of the grant.
Composition of the Committee

All of the individuals named below served on the
Committee during all of the year 2005 except for Mr. Lacroix who was appointed
thereon on May 12, 2005.
The members of the Committee were, for the fiscal year ended December 31,
2005:
Graham Farquharson, ChairmanAlexander G. BaloghGuy G. DufresneHubert T. Lacroix.23Performance Graph

The following graph compares the cumulative total shareholder
return over the last five fiscal years on the Company's Common Shares with the
cumulative total return of the S&P/TSX Composite Stock Index and of the S&P/TSX
Capped Gold, each Index as published by the TSX.
The year-end values of each investment are based on share
appreciation plus dividends paid in cash, with the dividends reinvested on the
date they were paid. The calculations exclude trading commissions and taxes.
Total shareholder returns from each investment can be calculated from the
year-end investment values shown in the following graph.FIVE-YEAR CUMULATIVE TOTAL RETURN
December 31, 2000 -December 31, 2005



Note : Assuming an investment of $100 and reinvestment of
dividends, if any, as described in the above paragraph.

Liability Insurance

The Company subscribes to insurance
policies with respect to directors' and officers' liability covering directors
and officers of the Company and its subsidiaries as a group. The total amount of
insurance for the period from March 24, 2006 to March 24, 2007 is $25,000,000
with, unless otherwise provided in the policy, a deductible of $150,000 for the
Company in case of loss. For the current year of coverage, the Company's total
premium is $286,650 pursuant to the policies.

Statement of Corporate Governance Practices

The Common Shares of the Company are
listed on the TSX and the American Stock Exchange ("AMEX"). As a result, the
Company is subject to various rules and guidelines regarding corporate
governance. The Company's corporate governance practices aim at ensuring the
efficient administration of the Company and maximizing shareholders' value.

In 2005, the Canadian Securities
Administrators ("CSA") implemented guidelines on best corporate governance
practices (which are not mandatory) and require the annual disclosure of
information dealing with the Board of Directors, directors orientation and
continuing education measures, ethics, nomination and compensation processes and
performance assessment of the Board and its committees. As a result of the
above, the Toronto Stock Exchange repealed its corporate governance guidelines
and requires that listed companies comply with the CSA's disclosure
requirements. The Company's disclosure of corporate

24

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governance practices is set out in Schedule C to this Information Circular.
Also attached, as a Schedule D, is the Board of Directors Charter.

As proposals and new regulatory
provisions come into effect, they are reviewed by the Board, through the
Corporate Governance and Human Resources Committee, and if necessary or
appropriate, the Company's governance practices are modified or supplemented.
The Company complies with the CSA corporate governance best practices
guidelines.

As part of its ongoing process to enhance the
Company's corporate governance, the following measures were taken in 2005 by the
Board, directly or through one of its committees:

- 

Interest of Informed Persons in Material Transactions

To the knowledge of the management of
the Company, no informed person of the Company or proposed director, or any
associate or affiliate of any informed person or proposed director, has any
interest in any transaction since the commencement of the Company's most
recently completed financial year or in any proposed transaction which has
materially affected or would materially affect the Company.

Interest of Certain Persons or Companies in Matters to be
Acted Upon

None of the directors
or senior officers of the Company, any person who has held such a position since
the beginning of the last completed financial year of the Company, any proposed
nominee for election as a director of the Company nor any associate or affiliate
of the foregoing persons, has any material interest, directly or indirectly, by
way of beneficial ownership of securities or otherwise, in any matter to be
acted on at the Meeting (other than the election of directors) except for the
senior officers of the Company and any of its subsidiaries inasmuch as, in the
following year, they may be granted options to purchase Common Shares of the
Company pursuant to its Stock Option Plan.

25

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Additional Information

Financial information about the
Company is contained in its Comparative Consolidated Financial Statements and
Management's Discussion and Analysis for the fiscal year ended December 31,
2005, and additional information about the Company is available on SEDAR at
www.sedar.comand (US) EDGAR atwww.sec.gov/edgar.shtml.

Should you wish to obtain, at no cost, a copy of any
of the following documents:

(i) the Company's latest Annual
Information Form;

(ii) the Company's
Comparative Consolidated Financial Statements for the year ended December 31,
2005, and Management's Discussion and Analysis with respect thereto; and/or

(iii) any of the Company's interim
financial statements for a quarter subsequent to December 31, 2005,

please contact our Investor Relations Services, by
e-mail at info@cambior.com,
by fax at (450) 677-3382 or by phone at 1-866-554-0554.

Approval of the Board of Directors

The contents of this Information Circular and of the
accompanying Form of Proxy, and the sending thereof, have been approved by the
Company's Board of Directors.

Longueuil, Québec, March 22, 2006

Lucie Desjardins 
Corporate Secretary

26

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SCHEDULE A- Change of Auditors Reporting Documents



NOTICE OF CHANGE OF AUDITORS

Cambior Inc. ("Cambior") hereby gives notice, pursuant to section 4.11 of
National Instrument 51-102, as follows:

1. Currently, Raymond Chabot Grant Thornton LLP {"RCGT") are the auditors of
  Cambior. The Audit Committee of Cambior's Board of Directors conducted a
  review of Carnbior's audit requirements and the offer of services of RCGT and
  P rice waterhouseCoopers LLP ("PwC") for the financial year 2006 and the fees
  associated with such services. As a result of such review, Cambior's Audit
  Committee determined to recommend (i) not to put RCGT forward for renewal as
  auditors of Cambior at the expiry of RCGT's current term of office and (ii)
  the appointment of PwC as Cambior's auditors at the annual meeting of
  shareholders to be held in 2006 (the "Annual Meeting").
2. During its meeting held on November 3rd 2005, the Board of Directors of Cambior approved the recommendations of its Audit
  Committee indicated above.
3. There has been no adverse or qualified opinion or denial of
  opinion or reservation contained in the auditors' reports on Cambior's annual
  financial statements far the two fiscal years preceding the date of this
  notice, being the reports of RCGT for the fiscal years ended, respectively,
  December 31, 2004 and December 31, 2003.
4. There have been no reportable events (including
  disagreements, unresolved issues and consultations) in connection with the
  audits of the two most recent fiscal years and with any subsequent period to
  date.

Dated at Longueuil, Québec this 11th day of November 2005.

/s/ Lucie DesjardinsLucie Desjardins
Corporate Secretary &
Senior Legal Counsel

27

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| |                                  
| | ---------------------------------
| |                                  
| | PricewaterhouseCoopers LLP       
| | Chartered Accountants            
| | 1250 René-Lévesque Boulevard West
| | Suite 2800                       
| | Montréal, Quebec                 
| | Canada H3B 2G4                   
| | Telephone +1 541 205 5000        
| | Direct Fax (514) 205-5675        

To:

British Columbia Securities Commission
Alberta Securities Commission 
Saskatchewan Financial Services Commission
The Manitoba Securities Commission 
Ontario Securities Commission 
Authorité des marchés financiers (Québec)
New Brunswick Securities Commission 
Nova Scotia Securities Commission 
Securities Commission of Newfoundland and Labrador
Prince Edward Island Securities Office

Dear Sirs:

We have read the statements made by Cambior Inc. in the attached copy of Notice of Change of Auditors dated November 11, 2005, which we understand will
be filed pursuant to Section 4.11 of the National Instrument 51-102.

We agree with the statements in the Notice of Change of Auditors dated
November 11, 2005 except that we have no basis to agree or disagree
with, the following statement:

> "There have been no reportable events (Including disagreements, unresolved
> issues and consultations) in connection with the audits of the two most recent
> fiscal years and with any subsequent period so date."

Yours very truly,



Chartered Accountants

Montreal, November 15, 2005

PricewaterhouseCoopers refers to the Canadian firm of
PricewaterhouseCoopers LLP and the other member firms of PricewaterhouseCoopers
International Limited, each of which is a separate and independent legal entity.

28

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|                                    | 
|----------------------------------- | 
|Raymond Chabot Grant Thornton, LLP. | 
|Chartered Accountants               | 

November 15, 2005

To the Securities Commissions and similar authorities of 
British Columbia 
Alberta
Saskatchewan
Manitoba
Ontario 
Québec
New Brunswick
Nova Scotia
Prince Edward Island
Newfoundland
Northwest Territories 
Yukon Territory
Nunavut

Subject:    Cambior Inc. - Notice of Change of Auditors

Madam, Sir,

We are writing in accordance with section 4.11 of National
instrument 51-102 "Continuous Disclosure Obligations" with respect to continuous
disclosure obligations "Change of Auditor of a Reporting issuer" in connection
with the change of auditors for Cambior Inc. We hereby wish to advise that we
are in agreement with the information contained in the Notice of Change of
Auditors of Cambior Inc. dated November 11, 2005, based on our knowledge of the
information as at today's date.

Yours truly,



Chartered Accountants

Suite 1900
National Bank Tower
600 De La Gauchetiere Street West
Montreal, Quebec  H3B 4L8
Telephone: (514) 878-2691
Fax: (514) 878-2127
www.rcgt.com

Member of Grant Thornton International

29

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SCHEDULE B  Rights Plan Resolution

Upon motion duly proposed and seconded, it was resolved:

That the Shareholders Rights Plan entered into
between the Company and CIBC Mellon Trust Company, as Rights Agent, dated
November 4, 2005 and substantially described in the Information Circular of the
Company dated March 22, 2006, be and is hereby, ratified.

30

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SCHEDULE C  Statement of Corporate Governance Practices
The following is a description of the
Company's corporate governance practices. This statement has been reviewed by
the Corporate Governance and Human Resources Committee and approved by the
Board. When used herein, the term "independent" has the meaning ascribed thereto
by the Canadian Securities Administrators ("CSA") and the American Stock
Exchange ("Amex"), namely a director who has no direct or indirect material
relationship with the Company. A "material relationship" being a relationship
which could, in the view of the Company's Board of directors, be reasonably
expected to interfere with the exercise of the member's independent judgment.Board of DirectorsIndependence
The Board of Directors of the Company
(the "Board") currently consists of nine members. The Board can and does act
independently of management. The positions of Chairman of the Board and Chief
Executive Officer ("CEO") are separate and held by two different persons.
The Board, itself or through its
Corporate Governance and Human Resources Committee, reviews, among other things,
directors' relationship with the Company and its subsidiaries to determine the
independence of the members of the Board. After consideration of all business,
family and non for profit relationships among the directors and the Company, the
Board determined that all directors, other than the President and CEO, have no
direct or indirect material relationships with the Company which could
reasonably interfere with the exercise of their independent judgment. Also, all
members of the Audit Committee are "independent" as such term is defined in the
rules of the CSA, the US Sarbanes-Oxley Act of 2002 ("SOX") and Amex for Audit
Committees.

|DIRECTORS' RELATIONSHIP TO THE COMPANY
|--------------------------------------
|                                      
|Name                                  
|                                      
|Alexander G. Balogh                   
|                                      
|Guy G. Dufresne                       
|(Chairman of the Board)               
|                                      
|Jean-André Élie                       
|                                      
|Graham Farquharson                    
|                                      
|Michel H. Gaucher                     
|                                      
|Louis Gignac                          
|                                      
|                                      
|John W. W. Hick                       
|                                      
|Hubert T. Lacroix                     
|                                      
|Robert Normand                        

Other information about each
director, including directorship of other reporting issuers, can be found under
the heading "Election of Directors" in the Information Circular. Any director
who is 75 years old at the time of an annual shareholders' meeting of the
Company is not eligible for re-election.

31

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Meetings and Closed Sessions

The Board held 10 meetings in 2005.
Attendance is a critical element for directors to perform their duties and
responsibilities. No minimum attendance level is established for Board and
committee meetings. However, the Board expects that directors attend all regular
meetings of the Board and committees in person unless circumstances make it
impossible to do so. Information on each director's attendance to Board and
committee meetings in 2005 can be found under the heading "Election of
Directors" in the Information Circular.

During any meeting of the Board and
its committees, any independent director may request that members of management
not be present for all or part of the meeting. Also, at the end of regularly
scheduled Board and committee meetings, independent directors have the
opportunity to meet without management being present. These closed sessions
promote open discussions among independent members. During closed sessions,
independent directors address matters such as the CEO's performance,
compensation and succession, performance of the Board and its committees, and
any sensitive transaction, agreement or other matter. During 2005, independent
directors held ten such closed sessions without any representatives of
management being present following Board and Committee meetings. In addition to
closed sessions of independent members, the Audit Committee holds, during each
quarterly meeting, a closed session with the Company's external auditors to
allow them to discuss openly about their quarterly review or annual audit of
financial statements, accordingly. Committee Chairmen report to the Board on
their committee's closed session discussion at the following Board meeting. The
Board and Committee Chairmen communicate to management, as needed, the results
of matters discussed in closed session and communicate to the Corporate
Secretary matters that need to be inserted in the minutes of the meeting.

Board Mandate

The Board is elected by the Company's
shareholders. The prime stewardship responsibility of the Board is to ensure the
viability of the Company and to ensure that it is managed in the best interest
of its shareholders as a whole while taking into account the interests of other
stakeholders. The Board oversees the manner in which the Company conducts its
business as well as the senior management responsible for the day-to-day
operations of the Company. It sets the Company's policies, assesses their
implementation by management and reviews the results. In addition to decisions
requiring formal approval by the Board pursuant to the law or the Company's
articles of incorporation and by-laws, the Board makes all important decisions
concerning, among other things, major investments and significant divestitures.
The Board acts in accordance with its mandate and the mandates of its
committees, as well as with applicable laws and Company policies. The Board of
Directors Charter is attached to the Information Circular as Schedule "D". It is
also available on the Company's Website at

Position Descriptions

The Board of Directors Charter
defines the role and responsibilities of the Board and management. The Chairman
of the Board, Mr. Guy G. Dufresne, is not a member of management and is an
independent director. He acts as liaison between management and the Board,
presides the meetings of the Board and provides leadership and guidance to the
Board and ensures that the Board fulfils its oversight responsibilities. The
Corporate Governance and Human Resources Committee set forth a more detailed
position description for the Chairman of the Board, which was approved by the
Board.

The Corporate Governance and Human
Resources Committee has also developed a position description for the Committee
Chairmen which sets out their role and responsibilities. This position
description was approved by the Board. The Chairman of each Committee presides
the meetings of his Committee and ensures that it fulfills its oversight
responsibilities.

The responsibilities of the CEO are
set out in a written position description developed by the Corporate Governance
and Human Resources Committee, with the CEO's input. The CEO's position
description was approved by the Board and is reviewed annually by the Corporate
Governance and Human Resources

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Committee. The position description provides that the CEO
develops and provides the strategic direction for the Company, and manages,
directly or through delegated authority, the operations of the business and
affairs of the Company in accordance with ethical conduct and applicable
legislation, regulations, industry standards, contracts and agreements. The CEO
is responsible for the sound administration, management and financial
sustainability of the Company consistent with the best interests of shareholders
while taking into consideration the interest of employees and other
stakeholders. The CEO acts in conformity with the corporate policies and
administrative directives and within the general parameters of the approved
annual operating plan and budget. The CEO provides direction and leadership to
the Company's staff toward the achievement of the Company's mission, strategy,
philosophy, and its annual goals and objectives. The CEO reports to and is
accountable to the Board for the achievement of corporate goals and objectives.

The CEO must determine and implement
the appropriate systems for each of the five following areas of responsibility:
Strategic planning, risk management, succession planning, communication with
shareholders and the public, and internal controls and information management.

The CEO must submit to the Corporate
Governance and Human Resources Committee any offer to join an outside board of
directors to ensure that such additional directorship will not impair his
ability to adequately fulfill his responsibilities.

Orientation and Continuing Education

The Corporate Governance and Human
Resources Committee is responsible for the orientation and education of new
directors. New directors meet with the Board and senior management to discuss
the business activities of the Company and are given the opportunity to
familiarize themselves with the Company and gain insight into the Company's
business and operations by visiting various business locations and meeting local
personnel. The Board ensures that prospective candidates fully understand the
role and responsibilities of the Board and its committees and the contribution
that individual directors are expected to make, including, in particular, the
commitment of time that the Company expects of its directors.

Detailed current information on the
Company and its business, operations and finances are sent on a quarterly basis
to the directors. On an ongoing basis, as part of regular board meetings,
presentations on different aspects of the Company's operations are made to Board
members. Each director is provided with a copy of the Directors' Manual which
contains information about the Company, the Board and its committees, and other
relevant information. All directors are members of the Institute of Corporate
Directors, and two of them are executive members thereof.

Ethics

The CEO's position description provides that he is
responsible for promoting a Company culture which supports the highest of
ethical standards, encourages personal integrity and assumes social
responsibility.

The Company has adopted, from time to
time, codes, policies and guidelines relating to ethics that apply to all
directors, officers and employees of the Company. Cambior's Code of Ethics and
the Specific Code of Ethics Governing Financial Reporting Officers, which
complies with the requirements of SOX, are reviewed on an annual basis as well
as adherence thereto. Copies of these codes are available on the Company's
Website at

Cambior's Code of Ethics establishes
guidelines setting forth the ethical behavior required from every director,
officer and employee of the Company, including, but not limited to, conflict of
interests, protection of assets, confidentiality, and respect of the law, of the
health and security of people, of the environment, of employees, of communities
where the Company does business and of competitors, suppliers and shareholders.
Directors, officers and designated employees are required, on an annual basis,
to declare their commitment to respect Cambior's Code of Ethics.

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Cambior's Code of Ethics provides
that directors, officers and employees must avoid conflicts of interests, both
real and perceived. In practice, should a director have a material interest or
be otherwise in conflict of interests as regards a transaction or agreement
considered by the Board, he must disclose his conflict of interests and withdraw
from any discussions, assessment or decision related to the particular
transaction or agreement.

The purpose of the Specific Code of
Ethics Governing Financial Reporting Officers is to define standards applicable
to the President and Chief Executive Officer, the Vice President, Finance and
Chief Financial Officer, the Corporate Controller and any other person
performing similar functions (the "Financial Reporting Officers"). It promotes,
among other things: honest and ethical conduct; avoidance of conflicts of
interests; full, fair, accurate, timely and understandable disclosure in public
documents and communications made by the Company; and compliance with
legislations and regulations. Financial reporting officers must, on an annual
basis, undertake, in writing, to comply with this Code.

In addition, in compliance with its
charter, the Audit Committee has established under the Company's Internal
Whistle Blowing Policy, a process for the receipt and treatment of all
complaints concerning accounting, internal accounting controls, auditing or
related matters submitted by any employee, including procedures for the
confidential anonymous submissions by employees of concerns regarding said
matters.

Nomination of Directors

The Board, directly or through the
Corporate Governance and Human Resources Committee, periodically examines issues
relating to its composition to determine, among other things, its appropriate
size to conduct its business effectively while providing a range of diverse
skills and experience.

The Corporate Governance and Human
Resources Committee, composed entirely of independent directors,
evaluates and recommends nominees for the Board, in consultation with the
Chairman of the Board and the President and CEO. As part of the process, the
Committee assesses the skill sets of current Board members and determines what
competencies, skills and personal qualities it should seek in new Board members
to ensure that the Board, as a whole, has a diversity of skills and experience
that support it in carrying out its responsibilities. The Committee maintains a
list of potential nominees and may, at the Company's expense, retain outside
consultants to conduct searches for appropriate nominees.

Compensation

The Corporate Governance and Human
Resources Committee reviews, annually, the amount and form of compensation of
directors. In making recommendations of appropriate adjustments to the Board, it
considers the time commitment, risks and responsibilities of directors, as well
as available information on compensation paid to directors of comparable
companies. The Committee reviews such information and makes its recommendations
to the Board. Directors' compensation is disclosed in the Information Circular
under the heading "Directors' Compensation".

The Corporate Governance and Human
Resources Committee is responsible for reviewing and approving, annually, the
compensation for the President and CEO and the other senior officers of the
Company. It also reviews and evaluates employees' compensation, fringe benefits
and retirement plans. Executive compensation is disclosed under the heading
"Executive Compensation" of the Information Circular. Additional information on
the process for determining executive compensation is provided in the
Information Circular under the heading "Corporate Governance and Human Resources
Committee  Report on Executive Compensation".

When in need of assistance in
determining compensation for any of the Company's directors or officers, the
Corporate Governance and Human Resources Committee may, at the expense of the
Company, retain the services of such independent advisors as it may deem
necessary or useful in carrying out its responsibilities.

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Committees of the Board

All committees are created by the
Board and report directly to it. There are currently three committees of the
Board. All committee members are appointed by the Board. Mr. Gignac, the only
director who is not independent, is not a member of any committee of the Board.
However, as President and CEO, he attends all the committees meetings at the
members' request. The Chairman of a committee is selected by the Board among the
members of the relevant committee. The minutes of all committee meetings as well
as the written resolutions passed by a committee are provided to the Board. A
committee may, at the Company's expense, retain the services of such independent
advisors as it may deem useful or necessary in carrying out its mandate. The
role and responsibilities of each committee are set out in written charters,
which are reviewed annually by the relevant committee to ensure they reflect
best practices and compliance to regulatory requirements.

The Board has created three
committees to which is has delegated oversight responsibilities. In addition to
the Corporate Governance and Human Resources Committee, the Board has an Audit
Committee as well as a Safety and Sustainability Committee.

The Audit Committee consists
of four independent directors. This committee has the general mandate to review
and, if deemed appropriate, recommend the approval of the Company=s annual and
quarterly financial statements to the Board, as well as management's discussion
and analysis and the press releases regarding the financial statements, and more
particularly (i) to consider and evaluate all aspects of the Company's financial
reporting process, internal control, hedging operations and insurance coverage;
(ii) to recommend to the Board the measures to be taken in connection with these
four areas; and (iii) to monitor the implementation and administration of
corporate policies and guidelines with respect to financial reporting and
internal control and review the financial statements certification process. In
addition, this committee evaluates and monitors the risk management program and
reviews for approval all related party transactions. Based on its review, this
committee makes recommendations to the Board.

With respect to the external
auditors, the committee ensures that they remain independent of management. The
committee reviews the audit plan and its execution, evaluates the auditor's
overall performance and makes recommendations to the shareholders regarding
their appointment. The committee reviews and approves the audit fees and
pre-approves legally permissible non-audit related engagements. The committee
meets, together and separately, with management and the external auditors to
discuss matters related to the financial affairs of the Company. The Audit
Committee's charter provides that it is responsible for resolving disagreements
between management and the external auditors regarding financial reporting. The
external auditors report directly to the Audit Committee.

All members of the Audit Committee
are financially literate and the Board has determined that Mr. Robert Normand,
the Chairman of the Audit Committee, and Mr. Jean-André Élie are Audit Committee
Financial Experts in conformity with the rules of SOX. In considering criteria
for determination of financial literacy, the Board looks at the ability to read
and understand financial statements. In considering criteria for determination
of accounting or related financial expertise, the Board looks at familiarity
with emerging accounting issues, past employment experience in finance or
accounting, requisite professional certification in accounting, or any other
comparable experience or background which results in the individuals' financial
sophistication, including being or having been a Chief Executive Officer, a
Chief Financial Officer or having held another senior officer position of an
entity with financial oversight responsibilities.

The charter of the Audit Committee
was specifically approved by the Board, and is reviewed annually by said
Committee. All modifications to the charter are submitted to the Board for
approval. This committee's charter is attached as a schedule to the Company's
Annual Information Form for the fiscal year ended December 31, 2005.

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The members of the Audit Committee are:

> Robert Normand, Chairman 
>     Guy G. Dufresne 
>     Jean-André Élie 
>     Michel H. Gaucher

The Safety and Sustainability
Committeeconsists of three independent directors. This committee reviews
the general policies submitted by the Company's management in connection with
occupational health, safety and training, corporate social responsibility and
environment and receives reports on such matters from management. It reviews and
evaluates practices, plans and programs related to these three areas. Based on
its review, this committee makes recommendations to the Board.

The members of the Safety and Sustainability
Committee are:

> Michel H. Gaucher, Chairman 
>       Alexander G. Balogh 
>       Graham Farquharson

The Corporate Governance and Human
Resources Committee consists of four independent directors and is
responsible for monitoring corporate governance and human resources matters.
This committee reviews the general policies submitted by management in
connection with corporate governance and human resources and oversees the
implementation and administration of policies and guidelines with respect to
these two areas. It ensures that the Company's corporate governance practices
are in line with corporate governance rules and guidelines set forth by the
relevant authorities, in effect from time to time. It reviews and evaluates
periodically and at least once a year, (i) the independence and performance of
the Board and its committees, as well as the contribution of each director, and
director succession planning; and (ii) compensation, fringe benefits, financial
incentives and retirement plans as well as any matter concerning the proper
implementation of human resources policies and programs. This committee also
considers the appointment of new officers and reviews and evaluates nominees for
election as directors. Based on its review, this committee makes recommendations
to the Board.

The members of the Corporate Governance and Human
Resources Committee are:

> Graham Farquharson , Chairman 
>       Alexander G. Balogh 
>       Guy G. Dufresne 
>       Hubert T. Lacroix

Assessment

The Corporate Governance and Human
Resources Committee oversees and makes recommendations regarding the
effectiveness of the corporate governance of the Company. It deals with all
matters relating thereto, including, without restriction, reviewing and
evaluating, periodically and at least once a year, the independence and
performance of the Board and its committees, as well as the contribution of each
director, and director succession planning.

As part of this process, the
directors annually fill out a questionnaire concerning the direct and indirect
relationship with the Company. Each year, directors also conduct an evaluation
of the performance and effectiveness of the Board and its committees, along with
self-assessments. The process usually involves the completion of a detailed
questionnaire by individual directors. Answers are sent to the Chairman of the
Board, who reports thereon at a Board meeting. Director peer reviews are
performed in the context of discussions between individual directors and the
Chairman of the Board. The Corporate Governance and Human Resources Committee
reviews annually the qualifications and performance of the directors proposed
for reelection. Based on its evaluation, the Committee makes recommendations to
the Board.

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Board's Expectations of Management

The Board's main expectations of the Company's
management are to protect the Company's interests and ensure the long term
growth of shareholder value.

The Board expects management to
assume responsibility for the day-to-day operations of the Company while staying
within authorized business limits and conforming to the strategic plan, annual
operating plan and budget and various corporate policies approved by the Board.
The Board expects to be regularly informed by management of the results
obtained, the progress achieved, any business opportunities which may arise and
any difficulties encountered. The Board also expects management to submit for
its approval, alternative plans and strategies to be implemented based on the
economic and market conditions.

Risks Assessment

The Board, through its Audit
Committee, assumes specific responsibility for the identification of the
principal risks of the Company's business and the implementation of appropriate
systems to effectively manage these risks. Among other things, the Audit
Committee reviews and evaluates the Company's risk management program, including
the revenue protection program, to ensure that management has identified the
principal risks of the Company's business and has implemented, and is
maintaining appropriate systems and procedures to manage those risks. The
Company reviews its principal risks and reports on said review to the Audit
Committee on a quarterly basis. The Company's major risks are discussed in its
Annual Report for its financial year ended December 31, 2005.

Financial Reporting and Internal Controls

The Audit Committee reviews the
general policies submitted by the Company's management in connection with
financial reporting and internal control; it deals with all matters relating
thereto, including, without restriction, reviewing and evaluating, periodically
and at least once a year, financial reports, the work of outside auditors, the
structure of the accounting and internal control department and the efficiency
of the records and systems used. Based on its review, the Audit Committee makes
recommendations to the Board.

Strategic Planning

The Board assumes specific
responsibility for the adoption of a strategic planning process. The Board
reviews and, where appropriate, approves the Company's annual budget and
strategic plan which takes into account, among other things, the opportunities
and risks of the business, all of which are developed at first by management and
discussed between management and the Board. The Board frequently discusses the
Company's strategies and their implementation at Board meetings. The Company
reviews its strategic plan periodically, taking into account changes in the
general business conditions and, in particular, in the mining industry. This
strategic plan is produced along with long-term financial forecasts.

Succession Planning

The Board, with the assistance of its
Corporate Governance and Human Resources Committee, assumes specific
responsibility for succession planning of senior management, including the
appointing, training, evaluation and monitoring of senior management. The Board
appoints the CEO and sets forth his position description. The Committee
discusses with management and reports to the Board annually on succession
planning matters.

Communication Policy

The Board, by itself and also through
its Audit Committee, assumes specific responsibility for communications with
shareholders and the public at large. The Audit Committee reviews and approves
the contents of major financial disclosure documents, including the annual
report, the unaudited quarterly and audited annual financial statements, the
management's discussion and analysis of the financial conditions

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and results of operation relating to said financial statements and
management's assessment on internal controls.

The Board reviews all major
disclosure documents, including the annual information form, circulars and the
above-described financial disclosure documents. The Board adopted and also
reviews from time to time the Company's disclosure policy that provides for the
accurate and timely communication to the public of all important information,
addresses how the Company interacts with shareholders, analysts, stakeholders
and the public in general as regards to communication of information, and
contains measures to avoid selective disclosure. In this regard:

- 

the Company's disclosure committee
  oversees the Company's corporate disclosure practices and ensures adherence to
  the disclosure policy;

the Company maintains an investors
  relations service with the responsibility of managing communications with the
  investing public in accordance with the Company's disclosure policy and
  procedure and legal disclosure requirements;

it is Company policy that every
  shareholder inquiry should receive a prompt response from the Manager,
  Investor Relations;

the President and CEO, the Vice
  President, Finance and CFO and other senior executives as well as the Manager,
  Investor Relations, meet periodically with financial analysts and
  institutional investors and attend various events allowing them to meet with
  current and potential investors, and other stakeholders;

the Manager, Investor Relations, makes
  himself available to shareholders by telephone, fax and e-mail; and

the Company maintains an investor
  relations Website atwww.cambior.com.

Internal Controls

The Board, through its Audit
Committee, assumes specific responsibility for the integrity of the Company's
internal control and management information systems. The Audit Committee
considers and evaluates all aspects of the Company's financial reporting process
and internal controls, monitors the implementation and administration of
corporate policies and guidelines adopted by regulatory authorities and the
Board with respect to financial reporting and internal controls, and makes
recommendations to the Board in connection with these two areas.

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SCHEDULE D  Board of Directors Charter

CAMBIOR INC.

BOARD OF DIRECTORS CHARTER

I. OVERALL ROLE AND RESPONSABILITY

The Board of Directors (the "Board") of Cambior Inc. (the
"Company") is elected by the Company's shareholders to supervise the management
of the business and affairs of the Company.

The Board monitors the manner in which the Company conducts
its business as well as the senior management responsible for the day-to-day
operations of the Company. It sets the Company's policies, assesses their
implementation by management and reviews the results.

The prime stewardship responsibility of the Board is to
ensure the viability of the Company and to ensure that it is managed in the best
interest of its shareholders as a whole while taking into account the interests
of other stakeholders.

The Board's main expectations of the Company's management are to protect the
Company's interests and ensure the long term growth of shareholder value.

II. DUTIES AND RESPONSIBILITIES OF THE BOARD

In addition to statutory responsibilities, the Board, either directly or
through one of its committees, assumes responsibility for:

> (a) satisfying
>   itself,to the extent feasible,as to the integrity of the
>   Chief Executive Officer ("CEO") and other senior officers, and that the CEO
>   and other senior officers maintain a culture of integrity throughout the
>   Company;
>   (b) ensuring
>   that the Company is operated so as to preserve its financial integrity and in
>   accordance with policies approved by the Board;
>   (c) ensuring,
>   through the Corporate Governance and Human Resources Committee, that
>   appropriate structures and procedures are in place so that the Board and its
>   committees can function independently of management and in accordance with
>   sound corporate governance practices;

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|Cambior Inc.               |       
|-------------------------- | ------
|Board of Directors Charter | Page 2

> (d) reviewing
>   and approving key policy statements developed by management on various
>   issues such as ethics, regulatory compliance, protection of environment,
>   sustainable development, health and safety and communications with
>   shareholders, other stakeholders and the general public ;
>   (e) adoptinga strategic planning process and thereafter reviewing and, where
>   appropriate, approving, annually, a strategic plan and a budget which
>   takes into account, among other things, the opportunities and risks of the
>   business (all of which are developed at first by management), and monitoring the Company's performance with reference to the adopted budget
>   and strategic plan;
>   (f) identifying the principal risks of the Company's business and ensuring
>   the implementation of appropriate controls, measures and systems to manage
>   these risks;
>   (g) appointing
>   the CEO, setting forth the position description, as well as planning
>   for the succession of the CEO with the recommendation of the Corporate
>   Governance and Human Resources Committee;
>   (h) evaluating
>   the performance and reviewing the compensation of the CEO with the
>   Corporate Governance and Human Resources Committee, and ensuring that
>   such compensation is competitive and measured according to appropriate
>   benchmarks which reward contribution to shareholder value;
>   (i) appointing, training, evaluating and monitoring officers as well as
>   planning for their succession with the recommendations of the Corporate
>   Governance and Human Resources Committee; determining management
>   compensation with the recommendations of the Corporate Governance and Human
>   Resources Committee and ensuring that such compensation is competitive
>   and measured according to appropriate industry benchmarks;
>   (j) overseeing,
>   through the Audit Committee, the quality and integrity of the Company's
>   accounting and financial reporting systems, and disclosure controls and
>   procedures;
>   (k) ensuring,
>   through the Audit Committee, the integrity of the Company's internal controls
>   and management information systems;
>   (l) overseeing,
>   through the Audit Committee, the process for evaluating the adequacy of
>   internal control structures and procedures of financial reporting, and satisfy
>   itself as to the adequacy of such process;
>   (m) advising
>   management on critical and sensitive issues;
>   (n) ensuring
>   that the Board's expectations of management are understood, that all
>   appropriate matters come before the Board in a timely and effective manner and
>   that the Board is kept informed of shareholder feedback;

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|Cambior Inc.               |       
|-------------------------- | ------
|Board of Directors Charter | Page 3

> (o) conducting
>   annually, through the Corporate Governance and Human Resources Committee, a
>   review of Board practices and the Board's and committees' performance
>   (including director's individual contributions), to ascertain that the Board,
>   its committees and the directors are capable of carrying out and do carry out
>   their roles effectively;
>   (p) ensuring
>   with the Corporate Governance and Human Resources Committee, the adequacy and
>   form of the compensation of nonexecutive directors taking into account the
>   responsibilities and risks involved in being an effective director;
>   (q) determining, with the Corporate Governance and Human Resources Committee,
>   in light of the opportunities and risks facing the Company, what competencies,
>   skills and personal qualities the Board should seek in recruiting new Board
>   members, and the appropriate size of the Board to facilitate effective
>   decision-making;
>   (r) determining,annually,with the Corporate Governance and Human
>   Resources Committee, the independence of each member of the Board as such term
>   is defined by applicable laws and regulations including, rules and guidelines
>   of stock exchanges to which the Company is subject;
>   (s) setting
>   forth,with the recommendation of the Corporate Governance and Human
>   Resources Committee, the position description for the Chairman of the Board
>   and the Chairmen of the committees of the Board;
>   (t) determining annually, with the Audit Committee, if at least one member of
>   the Audit Committee is an "Audit Committee Financial Expert" and each member
>   of the Audit Committee is "financially literate" as such terms are defined
>   under applicable laws and regulations including rules and guidelines of stock
>   exchanges to which the Company is subject;
>   (u) selecting,
>   upon the recommendation of the Corporate Governance and Human Resources
>   Committee, nominees for election as directors;
>   (v) selecting
>   the Chairman of the Board;
>   (w) ensuring,
>   through the Corporate Governance and Human Resources Committee, that new
>   directors have a good understanding of their role and responsibilities and of
>   the contribution expected of them (including as regards attendance at, and
>   preparation for, meetings), and that they are provided with adequate education
>   and orientation as regards the Company, its business and activities;
>   (x) approving
>   capital expenditures requiring an investment of greater than Cdn $1,000,000,
>   or significant divestiture, as well as acquisitions where environmental or
>   other liabilities exist and which could result in significant exposure to the
>   Company;
>   (y) reviewing
>   alternate strategies in response to any possible takeover bid in order to
>   maximize value for shareholders;

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|Cambior Inc.               |       
|-------------------------- | ------
|Board of Directors Charter | Page 4

> (z) discussing
>   and developing the Company's approach to corporate governance issues in
>   general, with the involvement of the Corporate Governance and Human Resources
>   Committee;
>   (aa) discussing and developing the Company's approach to the work, human
>   and physical environments in general, with the involvement of the Safety and
>   Sustainability Committee;
>   (bb) discussing and developingthe Company's approach to sustainable
>   development, with the involvement of the Safety and Sustainability Committee;
>   (cc) reviewing
>   and approving the content of the principal communications by the Company
>   to its shareholders and the public, such as quarterly and annual financial
>   statements and management's discussion and analysis, annual information form,
>   information circulars, prospectuses and other similar documents which may be
>   issued and distributed, provided that the quarterly and annual financial
>   statements and related management's discussion and analysis and earnings press
>   releases and any other public disclosure document containing financial
>   information may be reviewed and approved by the Audit Committee instead of the
>   Board;
>   (dd) ensuring
>   ethical behavior and compliance with laws;
>   (ee) monitoring, directly or through one of its committees, compliance with all
>   codes of ethics; and
>   (ff) consider
>   the means by which stakeholders can communicate with the members of the Board
>   (including independent directors). Directors are expected to make reasonable
>   efforts to attend all Board meetings and to review materials distributed to
>   them in advance of Board meetings.

III. CHARTER

The Corporate Governance and Human Resources Committee shall periodically
review this Charter and recommend appropriate changes to the Board.

Approved by the Board on: July 21, 2004 
Last reviewed on: February 20, 2006

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