Edgar Filing: CAMPBELL RESOURCES INC /NEW/

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

FORM 20-F

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

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

For the fiscal year ended December 31, 2003

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

Commission File Number 1-8488

[LOGO] Campbell Resources Inc.

(Exact name of registrant as specified in its charter)

Canada
(Jurisdiction of incorporation or organisation)

1155 rue University, Suite 1405, Montreal, Quebec H3B 3A7
(Address of principal executive offices)

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

Title of each class Name of each exchange on which registered

Common Shares None

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

None
(Title of Class)

Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act.

None
(Title of Class)

Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report.

December 31, 2003: 86,769,916 Common Shares

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes[X] No[ ]

Indicate by check mark which financial statement item the registrant has elected
to follow. Item 17 [X] Item 18 [ ]

CAMPBELL RESOURCES INC.
TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS..................................................................................... 1
CURRENCY AND METRIC EQUIVALENTS................................................................................ 1
RESERVE AND RESOURCE ESTIMATES................................................................................. 2
GLOSSARY OF SIGNIFICANT TERMS.................................................................................. 2
Item 1. Identity of Directors, Senior Managers and Advisors - Not Applicable................................... 3
Item 2. Offer Statistics and Expected Timetable - Not Applicable............................................... 3
Item 3. Key Information........................................................................................ 3
Selected Financial Data..................................................................................... 3
Summary of Differences Between US and Canadian GAAP......................................................... 5
Risk Factors................................................................................................ 5
Mining Risks.......................................................................................... 5
Environmental Matters....................................................................................... 6
Item 4. Information on the Company............................................................................. 7
History and Development of the Company...................................................................... 7
Business Overview........................................................................................... 11
Campbell Properties............................................................................................ 12
Campbell Debentures......................................................................................... 13
Meston Debentures and Preference Shares..................................................................... 13
Organizational Structure.................................................................................... 14
Inter-Corporate Relationships......................................................................... 14
Employees............................................................................................. 14
Property, Plants and Equipment................................................................................. 15
Business of Meston............................................................................................. 15
The Joe Mann Mine.............................................................................................. 15
History............................................................................................... 15
Location, Access and Ownership........................................................................ 16
Geology............................................................................................... 16
Mineral Reserves and Resources........................................................................ 17
2001 Plan............................................................................................. 18
West Zone............................................................................................. 18
Mining................................................................................................ 19
Milling............................................................................................... 19
Employees............................................................................................. 20
Royalties............................................................................................. 20
Environmental Matters................................................................................. 21
Mineral Exploration Properties................................................................................. 21
Chibougamau Exploration Properties.................................................................... 21
Business of MSV................................................................................................ 22
The Copper Rand Mine........................................................................................... 23
Location and Title.................................................................................... 23
History............................................................................................... 23
Copper Rand 5000 Project Background................................................................... 23
Financing of the Copper Rand Project and Details of the Management of the Copper Rand Project......... 23
Principal Characteristics of Convertible Debentures................................................... 25
Other Aspects of the Copper Rand Project.............................................................. 25
Geology............................................................................................... 26

- i -

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

- ii -

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

- iii -

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

- iv -

FORWARD-LOOKING STATEMENTS

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

CURRENCY AND METRIC EQUIVALENTS

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

Rate at Average
December 31 Rate (1) High Low
----------- -------- ---- ---

1999 1.4440 1.4827 1.5095 1.4440
2000 1.4995 1.4871 1.5355 1.4505
2001 1.5925 1.5519 1.5925 1.4995
2002 1.5800 1.5702 1.6049 1.5190
2003 1.2923 1.3916 1.5286 1.2923

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

- 1 -

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

High Low
---- ---

April 2004 1.3711 1.3095

March 2004 1.3480 1.3080

February 2004 1.3442 1.3108

January 2004 1.3340 1.2690

December 2003 1.3405 1.2923

November 2003 1.3362 1.3000

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

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

RESERVE AND RESOURCE ESTIMATES

The reserve and resource estimates, set forth in this document, have
been prepared in accordance with applicable Canadian requirements. Mineral
reserves and resources disclosed in this Report except the updated mineral
reserves and resources at the Joe Mann Mine at December 31, 2003 (2003 annual
report) and updated figures of West Zone at the Joe Mann Mine (press release May
6, 2004) were previously disclosed in a March 28, 2001 press release and in the
Company's Joint Management Information Circular dated May 10, 2001. Such
estimates may not qualify as a commercially mineable ore body under standards
promulgated by the U.S. Securities and Exchange Commission and will not qualify
as mineable reserves unless the economic viability of the project is established
and documented in a final feasibility study. Mineral resources that are not
mineral reserves do not have demonstrated economic viability.

GLOSSARY OF SIGNIFICANT TERMS

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

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

- 2 -

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

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

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

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

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

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGERS AND ADVISORS - NOT APPLICABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE - NOT APPLICABLE

ITEM 3. KEY INFORMATION

SELECTED FINANCIAL DATA

The following table sets forth selected consolidated financial
information with respect to Campbell Resources Inc. ("Campbell" or the
"Company") for the five years ended December 31, 2003 and is extracted in part
from the more detailed consolidated financial statements included herein. The
selected financial data set forth below is stated in thousands of Canadian
dollars (except per share amounts).

This selected financial data has been prepared in accordance with
Canadian generally accepted accounting principles ("Canadian GAAP") which
differs in many respects from generally accepted accounting principles in the
United States ("U.S. GAAP"). A discussion of differences between Canadian GAAP
and U.S. GAAP is contained in Note 19 to the audited consolidated financial
statements.

The following table should be read in conjunction with Item 5 -
"Operating and Financial Review and Prospects", and the consolidated financial
statements included in Item 17.

- 3 -

FIVE YEAR COMPARATIVE SUMMARY OF SELECTED FINANCIAL DATA

(EXPRESSED IN CANADIAN DOLLARS UNLESS OTHERWISE INDICATED)
2003 2002 2001 2000 1999
$ $ $ $ $
YEARS ENDED DECEMBER 31 (Restated) (Restated) (Restated) (Restated)
--------------------------------------------------------------------------------------------------------------------------

OPERATING RESULTS (IN THOUSANDS)

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

FINANCIAL POSITION (IN THOUSANDS)

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

PER SHARE DATA

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

OPERATIONAL STATISTICS

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

SHARES OUTSTANDING (IN THOUSANDS)

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

FOREIGN EXCHANGE RATE
- US DOLLARS:

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

MONTH ENDED HIGH LOW CLOSE
------------------------------------------------------------------------------------------

April 30, 2004 1.3711 1.3095 1.3711
March 31, 2004 1.3480 1.3080 1.3100
February 27, 2004 1.3442 1.3108 1.3405
January 30, 2004 1.3340 1.2690 1.3265
December 31, 2003 1.3405 1.2923 1.2923
November 30, 2003 1.3362 1.3000 1.2973

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

- 4 -

SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

(EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS EXCEPT PER SHARE AMOUNTS)
1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
--------------------------------------------------------------------------------------------------------------------

$ $ $ $
(RESTATED) (RESTATED) (RESTATED)
YEAR ENDED DECEMBER 31, 2003
Metal sales 4,628 6,331 6,159 5,189
Loss from operations (2,319) (2,647) (103) (1,299)
Net earning (loss) (2,041) (2,357) 540 (82)
Net earning (loss) per share (0.04) (0.04) 0.01 0.00

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

SUMMARY OF DIFFERENCES BETWEEN US AND CANADIAN GAAP

A reconciliation of the differences between accounting principles
generally accepted in the United States and Canada is presented in Note 19 of
the consolidated financial statements located at Item 17.

RISK FACTORS

MINING RISKS

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

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

The Company is currently dependent on only one operation, the Joe Mann
Mine, as the source of its cash flow. At the Joe Mann Mine, the current
operating plan is based on a gold price of US$400 per ounce, a Canadian/US
dollar exchange rate of US$1.00/CDN$1.30 and anticipates cash production costs
(excluding pre-production development, exploration and reclamation costs of
US$376 per ounce). The ability of the Company to achieve the cash costs is
largely based on the successful adoption of the operating assumptions and
completion of the exploration and development work contained. Should gold prices
decrease significantly or the US dollar decline significantly compared to the
Canadian dollar or the cash cost be higher than projected, the ability of the
mine to generate cash flow will be impaired.

- 5 -

Development is currently underway on the Copper Rand 5000 project (the
"Copper Rand Project"). The deepening of the existing shaft and the decline ramp
has been completed. A total of $39.6 million has been invested in the project at
March 31, 2004. The Company expects commercial production to begin in the third
quarter of 2004, at an initial rate of 35,000 tons per month and ramping up to
45,000 tons over a mine life of almost five years based on current mineral
resources. The revised total budget is now $57.0 million, an increase of $14.7
million from the original budget.

Depending on the prevailing market conditions, development work on the
Corner Bay project may be undertaken. There can be no assurance that the price
of copper will reach a level for the project to be economically viable nor that
the Corner Bay property will be brought into production.

The figures for mineral reserves and resources presented herein are
estimates and no assurance can be given that the anticipated tonnages and grades
will be achieved or the indicated level of recovery realized. In addition, no
assurance can be given that the gold price on which these estimates are based
can be achieved. See Item 4 headings "The Joe Mann Mine", "The Copper Rand
Mine", "The Corner Bay Property" and sub-heading "Mineral Reserves and
Resources". As well, lead times required for underground stope preparation and
development in mining operations can affect production decisions and schedules.
Gold and copper prices fluctuations may render mineral reserves containing
relatively lower grades of mineralization uneconomic. Moreover, short-term
operating factors relating to the mineral reserves, such as the need for orderly
development of ore bodies or the processing of new or different ore grades may
cause the Company to be unprofitable in any particular accounting period.

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

ENVIRONMENTAL MATTERS

During 1995, proposed amendments to the Loi sur les mines (Quebec)
relating particularly to rehabilitation and restoration plans came into force.
This legislation required that a rehabilitation and restoration plan be
submitted for approval within one year of the legislation coming into force and
that a financial guarantee be furnished with respect to such plan.

Campbell filed preliminary rehabilitation and restoration plans on
March 9, 1996, and has filed additional information required thereunder within
the extensions granted by Quebec mining authorities. Annual financial guarantees
are required to be filed in connection with the rehabilitation and restoration
plan within 15 days of approval of the plan. The plan for the Joe Mann Mine site
was approved in early 2000 and an amount of $234,393 was deposited as at
December 31, 2003. An aggregate financial guarantee of $350,000 is expected to
be posted by June 30, 2004. The plan for the Campbell Mill site is pending
approval. The appropriate method of re-mediating acid spots, which have appeared
on fifty hectares of previously re-vegetated tailings is currently being
reviewed. Two alternate methods are being considered which involve costs ranging
from $10,000 to $30,000 per hectare. Campbell currently estimates that the
maximum annual financial guarantees will range from $154,000 in the first year
to $1,871,000 in the fourth year for an aggregate of $3,517,500. An amount of
$3,147,000 is currently accrued as asset retirement obligations under the
rehabilitation plans for both the Joe Mann Mine site and the Campbell Mill site.

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

- 6 -

December 22, 1993 with respect to the Portage mine and March 8, 1994 with
respect to the Copper Rand Mine were obtained by MSV from MENVIQ. MSV holds all
other permits required under the Loi sur la qualite de l'environnement (Quebec),
the Loi sur les mines (Quebec) and other applicable legislation and regulations.
MSV benefits from an environmental fund of approximately $3,900,000 as at
December 31, 2003. This amount was set aside for the restoration of the Copper
Rand, Portage, Jaculet and Copper Cliff mining sites when the properties were
acquired from Westminer Canada Limited (now WMC International Limited)
("Westminer") in 1993. Cost of the restoration plan is currently evaluated at
$2,918,000. As at December 31, 2003 the trustee of the fund had posted a
$1,163,000 financial guarantee with the ministere de l'Environnement (Quebec) in
respect of the rehabilitation plan which was approved by the Quebec mining
authorities. In the event there is a shortage of funds required to do the
rehabilitation and restoration work, the shortfall will be assumed equally
between the Company and the Societe de developpement de la Baie-James ("SDBJ")

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

ITEM 4. INFORMATION ON THE COMPANY

HISTORY AND DEVELOPMENT OF THE COMPANY

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

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

The exploration and development plan at the Joe Mann Mine, which
commenced in November 2001, required a total investment of $10 million over a
seventeen-month period which had been invested by March 31, 2003. Progress on
this plan enabled the Company to gradually resume mining operations that were
suspended in November 2000. Milling operations re-commenced in February 2002 and
commercial production at the Joe Mann Mine re-commenced on April 1, 2002. The
$10 million investment has been partially funded from cash flow from operations.
In the fourth quarter of 2001, the Company committed to invest $4 million from
its working capital and other cash receipts. In addition, a subsidy of $1
million was received from the ministere de l'Energie et des Ressources (Quebec)
covering the period up to March 31, 2002 and an additional subsidy of the same
amount has been approved to cover expenditures during the period from April 1,
2002 to March 31, 2003. A $4 million loan from Investissement Quebec was
finalized on May 10, 2002, of which $3.6 million was drawn down during 2002 and
used in part to finance the development and exploration plan at the Joe Mann
Mine. This loan was repayable in quarterly instalments of $670,000, the last was
made in the first quarter of 2004. Under the terms of the credit facility,
606,061 share purchase warrants have been issued to Investissement Quebec, each
warrant entitling its holder to purchase one common share of the Company at a
price of $0.66 until February 28, 2005.

- 7 -

During fiscal 2002, the Company also sold the last two tranches of a
$32,400,000 royalty financing on future production from the Joe Mann Mine for
cash receipts of $1.7 million and notes receivable totalling $16.4 million as
described in Note 4 of the consolidated financial statements.

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

In May 2000, a new company, Corporation Copper Rand Inc. ("CCR"), was
formed for the purpose of financing the Copper Rand Project. The Company through
its wholly-owned subsidiary, MSV originally held a 16% equity interest and is
the operator of the Copper Rand Project with its three partners (the
"Partners"): the Solidarity Fund QFL, SDBJ and SOQUEM Inc. ("SOQUEM"), holding
28%, 28% and 28% respectively. SDBJ, a Quebec government-owned economy-based
corporation, has the mission to further the development of natural resources of
the James Bay territory other than hydroelectrical resources within a
perspective of sustainable development. SOQUEM is a division of SGF Mineral
inc., which is a subsidiary of the Societe generale de financement du Quebec
("SGF") (a Quebec government-owned corporation). Investissement Quebec is a
government corporation with a full range of resources to both attract foreign
investment and support the development of Quebec-based companies of all sizes in
order to create jobs. It makes use of significant financial levers to promote
investment projects that meet the government's economic development priorities.
The mission of the SGF is to carry out economic development projects in
co-operation with partners and in accordance with accepted requirements of
profitability, in particular in the industrial sector.

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

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

- 8 -

Faune et des Parcs (Quebec) and is eligible to receive $1,200,000 from the
Centre local d'emploi in training grants and $3,000,000 in mining tax credits.

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

In early 2002, the Copper Rand Project was modified to eliminate most
of the second phase by deepening the shaft by an additional 170 feet,
eliminating most of the cost of the second phase. As of December 31, 2002, the
deepening of the shaft and development of the 4150 level have been completed.
Work on the 3,800 foot decline has been completed in March 2004. Once the
ventilation raise from 4,730 to 39,950 is completed, work will begin on
installing the conveyor ramp followed by pre-production development. Commercial
production is expected to commence in the fourth quarter 2004 at an initial rate
of 1,000 tons per day. The revised total budget is now $57 million, an increase
of $14.7 million from the original budget. The increase is primarily due to the
following factors; the additional 170 foot deepening of the main shaft,
unplanned underground rehabilitation work, rehabilitation work on the mill
required due to the inactivity since the 1997 shutdown, major mechanical repairs
to the hoist, additional 2,100 feet of raise for improving ventilation and
emergency exit, required training programs, the delays due to a lower than
forecast rate of mine development, and the impact of fixed costs during the
delay in commencement of production. The bringing on stream of production of the
Copper Rand Mine, expected in the first half of 2004, has been delayed to the
fourth quarter of 2004 due to the suspension of the project in June 2003 while
awaiting the financial reorganization of CCR.

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

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

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

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

- 9 -

On October 8, 2002, Strateco Resources Inc. ("Strateco") signed a final
agreement with GeoNova, under which Strateco has the option to acquire a 50%
interest in the Discovery gold project by funding $4,500,000 in exploration over
four years, including $750,000 the first year, and by issuing 600,000 common
shares of Strateco with 300,000 issued upon signature. Each share will be
accompanied by half a warrant valid for a period of 24 months. One warrant
enables its holder to acquire one share of Strateco at a 20% premium over the
average weighted price on the TSX Venture Exchange over the ten days preceding
the date of issuance. Strateco has completed 2,000 metres of drilling in late
2002, which was followed by a program of about 10,000 metres of drilling
commenced in 2003, aimed at testing the known gold-bearing zones at depth and
laterally in order to increase the resource. By December 31, 2003 Strateco had
incurred $1,496,340 in exploration expenses. A budget of $1,600,000 for a three
phase work program is proposed for 2004.

During fiscal 2001, the Company entered into an option agreement to
sell its Mexican subsidiary, Oro de Sotula, S.A. de C.V. that held the Santa
Gertrudis property to Queenstake Resources Ltd. ("Queenstake"). This option was
exercised effective January 31, 2002. Queenstake assumed full liability for
proper abandonment and reclamation of the Santa Gertrudis property and has
agreed to indemnify that company with respect to all environmental obligations.
The transaction provided that the Company could receive up to US$2 million
depending on future events as outlined in Note 13 of the consolidated financial
statements, plus a 1% net smelter returns royalty on any future production from
the property and a one third share of any proceeds from a further sale of the
Santa Gertrudis property by Queenstake. In September 2002, the Company received
US$150,000 through the issuance of 978,500 shares of Queenstake, pursuant to a
provision note triggered at a gold price of US$330. These shares were sold for
net proceeds of $430,000, during the first quarter of 2003. In 2003, payment of
the remaining notes totalling US$1,850,000 was triggered and the Company
received a final amount of US$1,650,000 of which CAN$1,492,000 was paid in cash
and the balance by the issuance of common shares by Queenstake.

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

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

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

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

- 10 -

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

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

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

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

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

BUSINESS OVERVIEW

Campbell is a gold and copper mining company operating principally in
northern Quebec. The two main assets of the Company are the Joe Mann Mine and
Copper Rand Mine. Campbell owns 100% of Joe Mann Mine. Campbell also owns 76% of
the Copper Rand Mine. The Copper Rand Project is underway to deepen the mine and
develop new infrastructure between the 4000 and 5000 foot levels. The mine
should be ready to resume production in the fourth quarter of 2004.

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

During 1999, as production moved to lower levels, operations were
significantly affected by ground control problems and excessive dilution. The
resulting higher cash operating costs along with the low gold price, resulted in
the temporary suspension of development and mining operations in October 1999 to
permit re-evaluation of the economic viability of the Joe Mann Mine and
development of a new mining plan.

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

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

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

The mining reserves and resources used in the mining plan were
comprised of 630,000 tons grading an average of 0.287 ounces per ton Au and
0.25% Cu to be mined over a 33-month period (these mineral reserves and
resources were previously disclosed in a March 28, 2001 press release and in the
Joint Management Information Circular dated May 10, 2001). A $5,000,000
exploration program was undertaken,

- 11 -

of which $4,800,000 has been carried out at March 31, 2003. This exploration
program has provided additional tonnage, ensuring a longer production period for
the Joe Mann Mine.

Production resumed at the Joe Mann Mine during the first quarter of
2002. Production for the year 2002 reached 134,328 tons yielding 27,776 ounces
of gold, 12,000 ounces of silver and 502,000 pounds of copper.

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

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

CAMPBELL PROPERTIES

[MAP]

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

The Company sells metals on international markets at prices that
fluctuate daily based on world market supply and demand and is in competition
with other mining companies, insofar as they produce the

- 12 -

same product, in a market where price and quality advantages cannot be claimed
by any of the market participants.

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

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

CAMPBELL DEBENTURES

In July, 1994, concurrent with the acquisition of Santa Gertrudis, the
Company entered into an underwriting agreement with First Marathon Securities
Limited pursuant to which the Company sold US$11,005,000 aggregate principal
amount of 7 1/2 % Convertible Subordinated Debentures (Unsecured) (the "7 1/2
% Debentures"). The 7 1/2 % Debentures will mature on July 21, 2004, the tenth
anniversary of their date of issue. The 7 1/2 % Debentures are convertible at
the option of the holder into common shares at any time prior to maturity at a
conversion price of US$5.00 per common share. The 7 1/2 % Debentures are
redeemable for cash at any time after the fifth anniversary of the date of issue
and, at the Company's option, may be redeemed in common shares on the basis of
one common share for each US$5.00 of 7 1/2 % Debenture principal being
redeemed. The right of the Company to redeem the 7 1/2 % Debentures for cash or
common shares is conditional on the average price of the common shares exceeding
US$5.00 during a period of 20 consecutive days prior to notice of redemption.
The Company may, at its option, repay the 7 1/2 % Debentures at maturity by
issuing common shares of the Company at the conversion price of US$5.00 per
common share (on a post-consolidation basis). Debentures in the amount of
US$2,551,000 remain outstanding as of March 31, 2002, 2003 and 2004.

MESTON DEBENTURES AND PREFERENCE SHARES

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

- 13 -

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

ORGANIZATIONAL STRUCTURE

INTER-CORPORATE RELATIONSHIPS

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

[CHART]

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

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

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

EMPLOYEES

Campbell and its wholly owned subsidiaries employed approximately 274
persons as of March 31, 2004, of which 204 were covered by collective bargaining
agreements. The relationship of Campbell and its subsidiaries with their
employees and contractors is considered by Campbell to be satisfactory. During
2003, 2002 and 2001, there were no material strikes or walkouts.

- 14 -

The collective agreements for the Joe Mann Mine and the Copper Rand
Mine are renewable in 2004 and the collective agreements for the Campbell Mill
are renewable in 2005). The collective bargaining unit at the Joe Mann Mine is
represented by Le Syndicat des Travailleurs-euses de la Mine Meston ("CSN").
Collective agreements with the United Steelworkers of America cover the Campbell
Mill, the Copper Rand Mill and the Copper Rand Mine.

PROPERTY, PLANTS AND EQUIPMENT

BUSINESS OF MESTON

THE JOE MANN MINE

HISTORY

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

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

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

During 1999, as production moved to the lower levels, operations were
significantly affected by ground control problems and excessive dilution.
Resulting higher cash operating costs compelled management to temporarily
suspend development and mining operations to permit re-evaluation of the
economic viability of the Joe Mann Mine and development of a new mine plan.
Mining operations resumed in April 2000, under a new mine plan using the cut and
fill mining method. While this mining method achieved improved ground
conditions; it resulted in lower than expected productivity and prohibitively
high operating costs. With the assistance of external consultants, efforts were
made through mid-November to achieve profitable operating levels. In the month
of October, production reached 5,000 ounces; however, the cash cost was US$330
per ounce. Given the low gold price and the operating problems, the decision was
taken on November 10, 2000 to again temporarily suspend operations.

- 15 -

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

LOCATION, ACCESS AND OWNERSHIP

The Joe Mann Mine is located approximately 40 miles south of
Chibougamau, Quebec which is approximately 350 miles north of Montreal. The
property consists of 3 mining concessions and a one mining lease covering 106
hectares and 24 mining claims covering approximately 400 hectares. In addition,
Meston holds 225 mining claims covering approximately 3,350 hectares outside of
the Joe Mann Mine area. The property is accessed from Chibougamau by road.
Highway 167 leads to the gravel mine access road, which is approximately 12
miles in length and is serviced by Meston.

GEOLOGY

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

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

Exploration on the 2575 level, initiated in the fall of 1998,
encountered positive results approximately 1000 feet east of the shaft and led
to the discovery of a new zone situated north of the Main Vein. At present, it
is thought that the mineralization of the new ore zone is spatially and
genetically related to a large quartz-feldspar porphyry dyke.

There are two limbs of high-grade ore mineralization that occur at the
northern and southern contacts between the porphyry dyke and a sheared gabbro.
During 1999, definition drilling indicated an extension of a high grade zone in
the hanging wall of the Main Zone between the 2750 and 3100 levels. Definition
drilling is continuing between the 2250 and 3450 levels in order to outline
additional mineral reserves and resources and confirm grade and potentially
identify wider zones in this area.

- 16 -

MINERAL RESERVES AND RESOURCES

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

The following table summarizes mineral reserves and resources estimated
by management and calculated at December 31, 2003 on the basis of a gold price
of US$350 and a US/Canadian dollar exchange rate of 1.40 and at December 31,
2002 and 2001 on the basis of a gold price of respectively US$350 and US$280 per
ounce. The mineral reserves and resources at December 31, 2003 were audited by
Systemes Geostat International inc, independent geological and mining
consultants, in a report to Campbell dated February 23, 2004. Previously, the
mineral reserves at December 31, 2000 were confirmed, with limited independent
sampling and testing, by Met-Chem Canada Inc., independent geological and mining
consultants, in a report to Campbell dated April 12, 2001.

Mineral Reserves

December 31, 2003 December 31, 2002 December 31, 2001
Grade Grade Grade
Tons (oz./ton) Tons (oz./ton) Tons (oz/ton)

Proven 186,360 0.268 170,300 0.246 236,200 0.286
Probable 357,840 0.294 396,600 0.271 91,500 0.350
------- ----- ------- ----- ------- -----
Total 544,200 0.285 566,900 0.264 327,700 0.304
======= ===== ======= =====

Mineral Resources (excluding reserves)

December 31, 2003 December 31, 2002 December 31, 2001
Grade Grade
Tons (oz./ton) Tons (oz/ton)

Measured 106,100 0.229 86,500 0.244 215,000 0.349
Indicated 752,970 0.264 769,700 0.314 1,080,000 0.319

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

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

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

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

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

- 17 -

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

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

2001 PLAN

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

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

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

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

WEST ZONE

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

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

- 18 -

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

MINING

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

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

Until mid-1999, mining was predominantly carried out using the
shrinkage stope mining method. With the change in mining method in 2000, 45.4%
of mining was from cut and fill stopes, 25.5% from long hole stopes and 28.4%
from development muck.

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

Joe Mann Mine
Production Summary
Year ended December 31

2003 2002(1) 2001(1)
---- ------- -------

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

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

(1) Mining operations resumed in April 2000 and were temporarily suspended
on November 10, 2000. Mining operations were again resumed in April,
2002.

(2) Operating costs include all on-site mining, processing and
administrative costs, net of copper and silver by-product credits and
for 2002, represent cash operating costs since the resumption of
commercial production in April, 2002.

(3) Includes 4,710 ounces produced during the development period.

(4) Excludes 24,000 tons of development tonnage.

MILLING

Ore from the Joe Mann Mine is transported approximately 40 miles by
truck to Campbell's Campbell Mill for processing. The Campbell Mill was
commissioned in 1955 and is regularly maintained and is in good working order.
During 2003, the gold recovery rate at the Campbell Mill, which processed ore
from the Joe Mann Mine, was 93% compared to 87% in 2002 and the copper recovery
rate 95% compared to 91% in 2002. The mill process includes three separate
circuits; a gravity circuit, a flotation circuit and a cyanide circuit. Original
design capacity at the Campbell Mill was 3,500 tons per day as a flotation mill.
The Campbell Mill was modified to include a cyanide circuit. Gold recovered from
the gravity and cyanide circuits is formed into dore bars on site and is shipped
to the Royal Canadian Mint for refining. The flotation circuit uses standard

- 19 -

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

EMPLOYEES

At the Joe Mann Mine (including the mill & administration), 182 persons
were employed as of December 31, 2003, compared to 182 persons as of December
31, 2002. Of the 182 employees, 129 mine workers were covered by a collective
bargaining agreement with Le Syndicat des Travailleurs-euses de la Mine Meston
(CSN), 17 mill workers were covered by a collective bargaining agreement with
Les Metallurgistes Unis d'Amerique (the United Steelworkers of America) and one
nurse was covered by a collective bargaining agreement with La Federation des
Infirmiers et Infirmieres du Quebec (FIIQ). During 2003, 2002 and 2001, there
were no material strikes or walkouts at the Joe Mann Mine.

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

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

ROYALTIES

In May 1993, Meston sold a graduated net smelter return royalty to
Repadre Capital Corporation ("Repadre"), a subsidiary of Dundee Bancorp Inc.,
for $3 million cash. The royalty, based on production from the Joe Mann Mine, is
1.8% at gold prices up to $512 per ounce increasing to 3.6% at gold prices of
$625 per ounce and greater. A 2% royalty is also payable on copper production in
excess of 5 million pounds per year and silver production in excess of one
million ounces per year. No royalty was paid in 2001 and 2002. For the year
ended December 31, 2003, $394,274 was paid to Repadre under this agreement. On
June 30, 2001 Campbell issued 800,000 common shares to Repadre pursuant to the
merger in exchange for the reduction of this royalty to 1.5% at a gold price of
US$325, 1.75% at a gold price of US$350 and 2% at a gold price of US$375 or
higher. This amended royalty is payable up to a maximum of $500,000, after
payment of which, the royalty will reduce to 1% payable thereafter so long as
the gold price is at least US$350. Royalty payments were again triggered in the
commencing in December 2002. From December 2002 through the end of March 2004,
approximately $483,000 was paid to Repadre under the amended terms. Since
inception from May 1993 to the end of February 2003, an aggregate of
approximately $4,531,000 has been paid pursuant to this royalty.

- 20 -

In late 2001 and during fiscal 2002, the Company completed three
tranches totalling $32,400,000 royalty financing on future production from the
Joe Mann and Corner Bay, as described in Note 4 of the consolidated financial
statements. The royalty will be paid to the unitholder based on the following
formula: the fraction of outstanding royalty units over 4,740 units multiplied
by $8 per ton of ore for the years 2002 and 2003, $14 for 2004, $35 from January
1, 2005 until the net proceeds of the royalty sale plus interest of 10%
compounded annually, exceed the aggregate of all royalty payments, from the date
paid to the date of determination, at 10% compounded annually and $1.50 per ton
thereafter. This royalty may be repurchased at any time on or after July 1, 2007
or at any time that the unit holders are in default.

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

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

ENVIRONMENTAL MATTERS

Campbell filed preliminary rehabilitation and restoration plans on
March 9, 1996, and has filed additional information required thereunder within
the extensions granted by Quebec mining authorities. Annual financial guarantees
are required to be filed in connection with the rehabilitation and restoration
plan within 15 days of approval of the plan. The plan for the Joe Mann Mine site
was approved in early 2000 and an amount of $234,393 was posted as at December
31, 2003. An aggregate financial guarantee of $350,000 is expected to be posted
by June 30, 2004. The plan for the Campbell Mill site is pending approval. The
appropriate method of re-mediating acid spots, which have appeared on fifty
hectares of previously re-vegetated tailings is currently being reviewed. Two
alternate methods are being considered which involve costs ranging from $10,000
to $30,000 per hectare. Campbell currently estimates that the maximum annual
financial guarantees will range from $154,000 in the first year to $1,871,000 in
the fourth year for an aggregate of $3,517,500. An amount of $3,147,000 is
currently accrued as asset retirement obligations under the rehabilitation plans
for both the Joe Mann Mine site and the Campbell Mill site. A significant
portion of this work is to be completed over the life of the mine and as a
consequence is not anticipated to have a material effect on Campbell's financial
condition. On an ongoing basis, environmental compliance costs are not material
at the Joe Mann Mine.

MINERAL EXPLORATION PROPERTIES

CHIBOUGAMAU EXPLORATION PROPERTIES

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

In June, 1992, Meston entered into two agreements with SOQUEM under
which SOQUEM could expend up to $7 million towards exploration programs on the
Meston and Chibougamau properties. During 1995, these agreements were amended to
extend their term and increase the expenditures. In July 1997, these agreements
were further amended to provide that, SOQUEM can earn a 50% interest in the
Meston property which comprises 147 claims and one mining concession (and
excludes the Joe Mann Mine), in exchange for spending $1.6 million in the five
year period ending June 1, 2002 and a 50% interest in the Chibougamau
properties, which comprises 201 claims and one mining concession, by spending
$750,000 in the five year period ending June 1, 2002.

- 21 -

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

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

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

During 2000, SOQUEM carried out exploration work totalling $75,000 on
the Chibougamau properties. On the Meston property, only yearly claim renewal
costs of $3000 were incurred in 2001, 2002 and 2003. No exploration work was
completed in 2001. During 2002 and 2003, SOQUEM has been inactive on the
Chibougamau properties.

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

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

BUSINESS OF MSV

The Company's wholly owned subsidiary MSV is principally involved in
the production and development of gold and copper deposits in the Chibougamau
region and along the Eastmain River in northwestern Quebec. MSV's assets are
comprised of a 76 % interest in CCR, owner of the Copper Rand Project which owns
the Copper Rand Mine, the Cedar Bay Property which is located 1 km of the Copper
Rand facilities and the Copper Rand Mill of a capacity of 3,000 ton-per-day
concentrator. MSV also owns the Eastmain mine which has been placed on care and
maintenance along with numerous exploration properties hosting mineral
resources, including the Corner Bay Property, located south of Chibougamau.

- 22 -

THE COPPER RAND MINE

LOCATION AND TITLE

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

HISTORY

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

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

COPPER RAND 5000 PROJECT BACKGROUND

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

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

MSV has now transferred the operating assets for the Copper Rand
Project to CCR, and MSV and its Partners now hold shares of CCR. The Copper Rand
Project as finally approved included; the transfer of assets valued at
$10,000,000 in return for a 16% interest in CCR, the possible issuance of
unsecured 8% convertible debentures by MSV for a maximum of $15,000,000, the
possible issuance of shares of the MSV, exchangeable into up to 21,512,195
common shares of Campbell in consideration of the exchange of interests held by
the partners in CCR, the possible issuance of 2,439,025 common shares of
Campbell to Investissement Quebec and the set-up of a guarantee by MSV in favour
of Investissement Quebec. All common share were to be issued at a minimum price
of $1.025 per share and convertible debentures had a conversion price of $1.025
per share. In July 2001, in accordance with the terms of their initial
investment, SOQUEM and SDBJ exchanged part of their interest in CCR into
convertible debentures of MSV increasing

- 23 -

MSV interest in CCR to 26%. MSV issued an aggregate of $2.5 million of
debentures bearing interest at a base rate of 8% annually escalating based on
metal prices and CCR's production levels. The debentures were convertible into
Campbell common shares at a conversion price of $1.025 per share.

Investissement Quebec has provided to CCR a loan and credit facility to
fund the Copper Rand Project up to a maximum of $22 million, of which $16.5
million had been drawn at September 30, 2003. The loan provides that interest
payment commences in March 2003 and repayment commences in June 2003 (in 16
quarterly payments). Under the loan and credit facility agreement, CCR has
granted to Investissement Quebec a five (5) year option to acquire up to 25,000
CCR shares at a price of $100 per share for an aggregate amount of $2,500,000.
The shares issued to Investissement Quebec upon exercise of the option are to be
immediately converted into MSV common shares at a conversion price of $0.25 per
MSV share resulting in the issuance of 10,000,000 additional MSV shares and
thereby increasing MSV's interest in CCR proportionally to the number of shares
so converted. The facility is secured by a charge on the assets of CCR excluding
inventory and receivables. As promoter and manager of the Copper Rand Project,
MSV has guaranteed the Investissement Quebec loan.

CCR has received a subsidy of $840,000 from the ministere des
Ressources naturelles, de la Faune et des Parcs (Quebec) and is eligible to
receive $1,200,000 from the Centre local d'emploi in training grants and
$3,000,000 in mining tax credits.

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

In early 2002, the project was modified to eliminate most of the second
phase by deepening the shaft by an additional 170 feet, eliminating most of the
cost of the second phase. As of December 31, 2002 the deepening of the shaft and
development of the 4150 level have been completed. Work on the 3,800 foot
decline has been completed in March 2004. A total of $39.6 million has been
invested in the project as at March 31, 2004. Once the ventilation raise is
completed, work will begin on installing the conveyor followed by pre-production
development. Commercial production is expected to start in November 2004 at an
initial rate of 1,000 tons per day. However, due to the delay in commencement of
production, additional financing has been required. The revised total budget is
now $57.0 million, an increase of $14.7 million from the original budget. The
increase is primarily due to the following factors; the additional 170 foot
deepening of the main shaft, unplanned underground rehabilitation work,
rehabilitation work on the mill required due to the inactivity since the 1997
shutdown, major mechanical repairs to the hoist, additional 2,100 feet of raise
for improving ventilation and emergency exit, required training programs, the
delays due to a lower than forecast rate of mine development, and the impact of
fixed costs during the delay in commencement of production. Discussions are
ongoing with the Partners in CCR and potential investors to ensure adequate
financing for the completion of the Copper Rand Project.

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

- 24 -

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

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

PRINCIPAL CHARACTERISTICS OF CONVERTIBLE DEBENTURES

The debentures are convertible at any time, at the option of the
holders into common shares of MSV and will bear interest at a base rate of 8%
annually plus added interest based on metals prices and CCR's production volume.
Additional approval by regulatory authorities will be required should the
additional interest be converted into shares. The conversion price is $1.025 per
share. Conversion of all the outstanding debentures would require the issuance
of 634,146 common shares of Campbell. The debentures are refundable as to 20% of
capital on July 1, 2004, as to 40% on July 1, 2005 and as to 40% on July 1,
2006. The debentures are repayable by MSV, as of the first anniversary of their
issuance, subject to an annual non-cumulative maximum of 25%.

Beginning on the first anniversary, the debentures are convertible at
the MSV's option at a conversion price equal to the average closing price of
Campbell's common shares over the 20 trading days prior to conversion, on
condition that the average closing prices of the Campbell's common shares at the
date of conversion over the 20 trading days prior to that date is at least equal
to or greater than twice the adjusted conversion price under the terms of the
debenture. Pursuant to exercise of its conversion rights, MSV can only convert
debentures up to a maximum of the lesser of 25% of the number of Campbell common
shares that are issued and outstanding on such date and 40% of the trading
volume of the Campbell common shares on the Toronto Stock Exchange over the six
month period prior to conversion. The terms of the debentures also provide for a
6 month waiting period between the conversion of any debenture by MSV and
provide for an escalation in the conversion price of $1.025 for each US $10
increase in the price of gold above US $350 up to a maximum escalation of $1.64.
MSV shall exercise its rights of conversion on a pro rata basis between the
Partners.

OTHER ASPECTS OF THE COPPER RAND PROJECT

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

- 25 -

GEOLOGY

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

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

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

MINERAL RESOURCES

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

Grade Grade
Tons (Au oz/ton) (Cu%)

Measured 61,300 0.135 1.15
Indicated 1,842,400 0.096 1.56

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

(1) These estimates were verified internally by Alain Blais, a Qualified
Person who has been employed as a geologist in the Chibougamau area
since 1979.

(2) Details and parameters of resource calculations:

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

MINING

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

- 26 -

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

THE COPPER RAND MILL

GENERAL

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

MILLING

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

ENVIRONMENTAL FUND

An environmental fund of $3.9 million to provide for the ultimate
restoration and rehabilitation of the mining sites is in place. MSV Restoration
Inc. is a single purpose wholly-owned subsidiary set up to carry out the site
rehabilitation and restoration work of the properties acquired from Westminer by
MSV. At December 31, 2002 the trustee of the fund had posted a $1,163,000
financial guarantee with the ministere des Ressources naturelles, de la Faune et
des Parcs in respect of the rehabilitation plan which was approved by Quebec
mining authorities.

TAILINGS AND WASTE DISPOSAL

Tailings are disposed of in MSV's tailings pond which meets all
environmental requirements. The current disposal site has been used since 1974
exclusively for tailings generated from the Copper Rand, Portage and Eastmain
mines. Tailing disposal sites have been extensively examined and tested during
the course of the preparation of MSV's application for operating permits filed
with the ministere de l'Environnement (Quebec) and are regularly tested in
accordance with existing environmental standards. Tailing disposal sites meet
all existing environmental requirements and standards. Waste rock from the
Copper Rand Mine that cannot be dumped underground is hoisted to surface and
stored in a 240 ton bin adjacent to No. 4 shaft before being transferred to a
waste dump located south of the shaft.

ROYALTIES

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

In addition, SDBJ is entitled to a royalty of $ 0.250 per ton of ore
milled at the Copper Rand Mill during the first two years following the
acquisition. This royalty increases to $0.375 per ton of ore milled thereafter.
Finally, SDBJ is entitled to a royalty premium of $0.250 per ton of ore milled
if the net smelter return per ton of ore produced at the Copper Rand Mill
exceeds a base amount of $70 a ton. The base amount

- 27 -

of $70 per ton is to be indexed quarterly based upon the Consumer Price Index
published by Statistics Canada, 1993 being the base year. The SDBJ royalty is
payable monthly. This royalty may also be purchased by CCR at any time for
$750,000.

THE CORNER BAY PROPERTY

LOCATION AND TITLE

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

HISTORY

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

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

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

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

MSV had planned to begin developing the Corner Bay Property in the
second half of 1996 by driving a ramp from surface to a final depth of 340
metres. Because of a drop in copper prices at the end of the first half of 1996,
management postponed this development. For 2004, considering the raise of copper
price, the feasibility of developing the Corner Bay Property will be
reconsidered.

- 28 -

GEOLOGY

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

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

MINERAL RESOURCES

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

Grade
Tons (Cu%)
------- -----

Inferred 749,900 6.33
Indicated 101,000 7.00

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

(1) These estimates were verified internally by Alain Blais, a Qualified
Person who has been employed as a geologist in the Chibougamau area
since 1979.

(2) Details and Parameters of resource calculations are as follows:

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

ROYALTIES

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

- 29 -

THE EASTMAIN MINE

LOCATION AND TITLE

The Eastmain Property ("Eastmain" or the "Property"), consisting of a
block of 302 contiguous mining claims and one mining lease covering the mine, is
totalling 4,976 hectares. The Property is situated in the Mistassini Territory,
District of Abitibi, Quebec. It is located at a distance of 310-km Northeast of
Chibougamau. MSV is the sole owner of the Property. A first interest of 49% was
acquired in April 1988 after spending $9 million on exploration work on the
Property through a joint venture with Placer Dome Inc. in 1987-1988. The
remaining 51% was acquired from Placer Dome Inc. in September 1988.

HISTORY

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

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

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

Based on internal studies and with confirmation by independent
consultants, MSV decided in October 1994 to begin development of the Property as
a 500 tonne-per-day underground mine with the broken ore to be transported
during the winter to Chibougamau for further processing. This scenario did not
prove successful and the mine was closed in the fall 1995.

The installation of a small mill on site and the completion of the
winter road for year-round access would be required for the operations to
resume. An environmental impact study is currently being completed and will be
presented along with our authorization certificate request to the ministere de
l'Environnement (Quebec).

- 30 -

GEOLOGY

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

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

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

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

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

MINERAL RESOURCES

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

Grade
Tons (Au oz/ton)

Measured 91,500 0.268
Indicated 786,600 0.291

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

(1) These estimates were verified internally by Alain Blais, a Qualified
Person who has been employed as a geologist in the Chibougamau area
since 1979.

(2) Details and parameters of mineral resource calculations are as follows:

Calculation method Bloc / horizontal. Long sect.
Cut off grade 0.126 oz Au/T
High-grade cut (Cu)/(Au) None / 2.0 oz
Dilution 28%
Mill recovery(Cu)/(Au) 95 / 90%
Price assumption (Au Cu) US$ 375/ oz
Exchange rate Can $/US$ 0.70

- 31 -

SURFACE INFRASTRUCTURE

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

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

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

MINING

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

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

ROYALTIES

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

THE CEDAR BAY PROPERTY

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

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

To consolidate its position in the Chibougamau area, MSV acquired the
Cedar Bay, Henderson I and Henderson II properties (the "Properties") from
Meston in June of 1993. In consideration of this acquisition,

- 32 -

MSV agreed to assume all environmental and rehabilitation obligations of Meston
related to the Properties, to completely exonerate Campbell from its obligations
to de-water the Henderson II and to pay Meston a 3% net smelter royalty on any
minerals mined from Cedar Bay after recovery of all initial capital costs
(excluding interest), and after production of not less than 4,000,000 tons of
ore. Since 1994, 196,195 tons of ore have been extracted from the Cedar Bay
mine.

The Cedar Bay Property was acquired by MSV to permit continued mining
of the mineralized zones at Copper Rand that continue at depth. In 1993 and
1994, MSV conducted an exploration program on the Cedar Bay Property from the
underground workings of the Copper Rand Mine in order to define a mineralized
zone of sufficient size and quality to justify its reopening. Encouraging
results from this program point to the presence of several mineralized zones
with economically viable gold and copper grades between the 3200 and 3840 levels
directly underneath the last operating levels. These mineralized zones could
eventually be developed after the Copper Rand Project has been put into
production. The surface installations were dismantled in the spring of 1997. The
Cedar Bay Property has good exploration potential and is now part of the Copper
Rand Project. It was transferred to CCR in which MSV holds a 76 % interest.

BUSINESS OF GEONOVA

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

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

THE DISCOVERY PROJECT

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

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

On October 8, 2002, Strateco signed a final agreement with GeoNova,
under which Strateco has the option to acquire a 50% interest in the Discovery
gold project. The agreement provides for Strateco to acquire its 50% interest in
the Discovery Project by funding $4,500,000 in exploration over four years,
including $750,000 the first year, and by issuing 600,000 common shares of
Strateco with 300,000 issued upon signature. Each share will be accompanied by
half a warrant valid for a period of 24 months from the date of issuance. One
warrant entitles its holder to purchase one common share additional common share
of Strateco at a 20% premium over the average weighted price on the TSX Venture
Exchange over the ten days preceding the date of issuance. Strateco has
completed 2,000 metres of drilling in late 2002, which was followed by a program
of about 10,000 metres of drilling commenced in 2003, aimed at testing the known
gold-bearing zones at depth and laterally in order to increase the resource. By
December 31, 2003 Strateco had incurred $1,496,340 in exploration expenses. A
budget of $1,600,000 for a three phase work program is proposed for 2004.

- 33 -

LOCATION, ACCESS AND OWNERSHIP

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

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

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

GEOLOGY

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

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

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

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

- 34 -

MINERAL RESOURCES

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

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

The latest mineral inventory estimate was performed internally in
December 1997 by the GeoNova's staff using the polygon method on longitudinal
sections. No dilution or mining factor were taken into account. This estimate
was confirmed, without independent sampling and testing or site visit, by
Met-Chem Canada Inc., independent geological and mining consultants, in a report
to GeoNova dated April 12, 2001. Using a cut-off of 2.0 g/t Au the indicated and
inferred mineral resources are respectively 703,409 tons at 5.04 g/t Au with an
average thickness of 6.08 metres and 1,417,111 tons 5.15 g/t Au with an average
of 7.23 metres. Using a cut off grade 3.0 g/t Au, the same categories show
respectively 506,392 tons 6.09 g/t Au with an average thickness of 3.08 metres
and 969,454 tons at 6.43 g/t Au with an average thickness of 3.19 metres.

METALLURGICAL TESTING

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

THE CHEVRIER PROJECT

Pursuant to the agreement between Inmet Mining Corporation ("Inmet")
and GeoNova dated November 30, 1995 and amended February 20, 1997, April 30,
1999, October 15, 1999, November 30, 2000 and July 19, 2002 GeoNova has acquired
100% of Inmet's interest in a group of 270 claims located in Fancamp, Queylus
and Hauy Townships for work commitment in an aggregate amount of $2,500,000
completed in November 2002 and other consideration including payments and
shares. Upon completion of a feasibility study, Inmet may re-acquire a 50%
interest by reimbursing 100% of the expenses incurred by GeoNova. In addition,
on the Dolbo block, pursuant to an agreement between Cambior Inc. ("Cambior")
and GeoNova dated July 21, 1997 and amended November 27, 1997, October 15, 1999
and November 27, 2000, GeoNova may acquire 100% of Cambior's interest in
consideration of work. These blocks are subject to royalties of up to 3% NSR
with, in some cases, an additional NPI of 7.5 to 10%.

- 35 -

LOCATION, ACCESS AND OWNERSHIP

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

GEOLOGY

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

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

MINERAL RESOURCES

The mineral resource is distributed over fourteen lenses in the
Chevrier zone. Inferred mineral resources at December 31, 2000 are estimated at
3.5 million tons grading 5.10 g/t Au. Mineral resources were calculated by the
GeoNova's staff in August 1998, using the polygon method on longitudinal
sections with a cut-off grade of 3.0 g/tonne Au, an average thickness of 3.48
metres for the mineralized zones. No dilution or mining factor was taken into
account. This calculation was again verified internally in January 2000 by Jean
Girard, a Qualified Person, employed by GeoNova as a geologist since 1994, and
confirmed, without independent sampling and testing and without site visit nor
core examination, by Met-Chem Canada Inc., independent geological and mining
consultants, in a report to GeoNova dated April 12, 2001.

THE BACHELOR LAKE PROPERTY

Prospecting was first done on the property by O'Brien Gold Mines Ltd.
from 1946 to 1949. This work resulted in the discovery of a mineralized showing
in a shear zone to the east of the O'Brien granite. Stripping and drilling
located the same zone on the west side of the granite. In 1961, Sturgeon River
Mines Ltd. acquired the property rights. The work done by this company included
sinking a three-compartment shaft to 1,111 feet, and developing seven levels 150
feet apart. From 1972 to 1975, various surface and underground exploration
programs were conducted, outlining drill-indicated reserves of 739,000 tons
grading 0.18 ounces of gold (opt Au).

- 36 -

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

LOCATION AND ACCESS AND OWNERSHIP

The Bachelor Lake Property is situated about 135 km west southwest of
Chibougamau, along Route 113 in Lesueur Township, in the Abitibi region of
Quebec. The mining property is in the James Bay sector. The property includes 50
claims and two mining concession for a total area of 1,839.69 hectares in
Lesueur Township in Quebec's Abitibi region.

GeoNova acquired its interest in March 2001 for a consideration of
$3,250,000 payable as follows: $750,000 through the issuance of 5,000,000 common
shares at $0.15 per share upon closing of the agreement, $750,000 through the
issuance of 5,000,000 common shares at $0.15 per share at the first anniversary
of the agreement, and a maximum of $1,750,000 payable in the form of a net
smelter royalty on ore from the Bachelor Lake deposit or on ore from other
deposits controlled by GeoNova and processed at the Bachelor Lake mill. The net
smelter royalty ranges from 0.25% to 2.00%, depending on the origin of the ore
and the gold price.

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

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

GEOLOGY

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

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

- 37 -

increases and the regional greenschist metamorphic facies becomes an amphibolite
cornean facies. Two major shear zones, the Opawica and Wachigabau faults, cross
the region in a ENE-WSW direction. They are cut by north northeast - south
southwest faults.

The property geology consists of a pile of volcanic flows (basalt to
rhyodacite) containing an abundance of felsic rock fragments. This volcanic pile
is crossed by the O'Brien granite and numerous lamprophyre, kimberlite, gabbro
and diabase dikes. The volcanic units strike 025 degrees to 065 degrees and dip
strongly to the northwest. The mineralized zones are primary composed of silica,
hematite, 2 to 10% pyrite and a greater or lesser quantity of calcite, quartz
veins, epidote, chlorite, fluorine, micas and magnetite. There are five large
fault systems cut the mineralized zone striking about 110 degrees:
sub-horizontals; ENE, dip About Equals 60 degrees; ENE, dip About Equals 80; NNE
to NE, dip > 75 degrees; NW, dipping between 65 degrees and 90 degrees.

MINERAL RESOURCES

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

BERTHIAUME SYNDICATE

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

- 38 -

PROPERTY, LOCATION AND ACCESS

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

GEOLOGY

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

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

THE PITT GOLD PROPERTY

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

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

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

- 39 -

LOCATION, ACCESS AND OWNERSHIP

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

GEOLOGY

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

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

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

MANAGEMENT'S DISCUSSION AND ANALYSIS

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

The 2003 financial statements present Campbell's results of operations
and its financial position. These consolidated financial statements were
compiled using Canadian generally accepted accounting principles, and are
accompanied by a note explaining the differences between Canadian and U.S. GAAP.

This discussion and analysis is written from the perspective of
management and provides supplementary information to the financial statements
through an analysis of historical performance, the current situation and future
prospects. The financial statements present information regarding the financial
position and results of operations for the last three years.

Since 2001, Campbell has undertaken a new business plan to concentrate
on its operations in the Chibougamau mining camp. In June 2001, Campbell
concluded a merger agreement with MSV and GeoNova. This merger enabled Campbell
to increase its interest in the mining camp in the Chibougamau region of Quebec
and surrounding areas. Since 1954, the Chibougamau mining camp has produced in
excess of 47.8 million tons of minerals containing 1.593 billion pounds of
copper and more than 3 million ounces of

- 40 -

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

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

COPPER RAND MINE

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

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

JOE MANN MINE

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

- 41 -

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

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

2002 2003
-----------------------------------------------------------------------------------------------------------------------------------
2nd 3rd 4th 1st 2nd 3rd 4th
Quarter Quarter Quarter TOTAL Quarter Quarter Quarter Quarter TOTAL

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

RESULTS

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

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

Sales during 2003 were $22.3 million, representing 42,526 ounces of
gold, 813,000 pounds of copper and 18,927 ounces of silver. Sales during 2002
were $14.7 million, representing 27,776 ounces of gold, 502,000 pounds of copper
and 12,000 ounces of silver. The average sale price per ounce of gold during the
years 2003 and 2002 was US$369 and US$321, respectively. All sales were made at
spot prices. The average market price for gold obtained in 2003 was US$363.38
(CAN$509.26), and in 2002 was US$309.73 (CAN$486.39).

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

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

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

- 42 -

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

Other income of $1.0 million in 2002 included $0.7 million from sales
of gold recovered during the cleanup of the Campbell mill during the first
quarter and a gain of $0.2 million pursuant to a payment in shares to redeem
long-term debt.

LIQUIDITY AND CAPITAL RESOURCES

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

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

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

In fiscal 2002, for a net consideration of $5.3 million, the Company
issued 9.9 million common shares and 5.5 million warrants for the purchase of
5.5 million common shares at $0.80 per share prior to May 15, 2003. These
warrants expired during the year.

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

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

ASSET RETIREMENT OBLIGATIONS

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

RISKS

The Company does not engage in off balance sheet financing. All
operating costs are expressed in Canadian dollars. The collective agreements of
employees at the Joe Mann Mine, which expire in 2004, provide for progressive
salary reductions linked to a gold price below US$325. Sales are directly
impacted by

- 43 -

fluctuations in metal prices and the Canadian/United States dollar exchange
rate. Numerous factors outside the control of the Company can have an impact on
these fluctuations. While the current policy is to remain unhedged, the Company
may occasionally use hedging contracts, to offset fluctuations. Since the
resumption of production at Joe Mann Mine, Campbell has sold its entire
production at spot prices.

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

Interest rate changes have less impact on the Company. Debentures and
redeemable preferred shares, which represent $49.2 million of total long-term
debt of $60.1 million, are covered by swap agreements with an international
bank.

ACCOUNTING PRINCIPLES

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

Mineral reserve estimates also have a large impact in determining
whether or not mining properties have decreased in value.

Campbell has access to the resources required to perform complex
procedures to determine mineral reserve estimates. The process of estimating
mineral reserves requires knowledge of the regional geological context and
structural context of the mine and its immediate surroundings and the
mineralization and miner-alized zones. These estimates also change as a result
of various factors including, but not limited to, additional development work,
metal prices, operating costs, research and development on mining methods, and
the permanent infra-structure used to access the deposit.

A change in any of the variables that enter into the calculation may
have a considerable influence on the other variables as well as on the
evaluation of reserves.

OUTLOOK

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

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

- 44 -

OFF-BALANCE SHEET ARRANGEMENT

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

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

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

PAYMENTS DUE BY PERIOD
------------------------------------------------------------------
CONTRACTUAL OBLIGATIONS LESS THAN MORE THAN
(IN MILLION DOLLARS) TOTAL 1 YEAR 1-3 YEARS 3-5 YEARS 5 YEARS
----------------------------------------------------------------------------------------------------------------

Long-Term Debt Obligations(1) (2) 60.1 0.2 0.8 6.6 -
Total 60.1 0.2 0.8 6.6 -

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

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

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

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

DIRECTORS

The following table sets forth certain information concerning the
persons to be nominated for election as directors of the Company, including
their beneficial ownership of common shares as of March 31, 2004. Unless
otherwise indicated, each nominee holds sole voting and investment power over
his shares.

NUMBER OF
NAME & MUNICIPALITY PRINCIPAL OCCUPATION DIRECTOR COMMON PERCENT
OF RESIDENCE AND BUSINESS EXPERIENCE SINCE AGE SHARES OF CLASS
------------ ----------------------- ----- --- ------ --------

Louis Archambault (1)(3)(4)(5) President, Groupe Conseil Entraco Inc., 2001 53 6,000(6) *
Montreal, Quebec Montreal, Quebec, environmental consulting
firm.

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

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

- 45 -

Andre Y. Fortier (1) President and Chief Executive Officer of 2000 63 252,834(9) *
Montreal, Quebec Campbell; prior to June 2001, Chairman and
Chief Executive Officer of MSV Resources
Inc. and President and Chief Executive
Officer of GeoNova Explorations Inc.;
Director of Sequoia Minerals Inc., Quebec,
Quebec, and Forest Gate Resources Inc.,
Montreal, Quebec, mining and exploration
companies.

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

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

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

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

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

(1) Member of Executive Committee.

(2) Member of Audit Committee.

(3) Member of Compensation Committee.

(4) Member of Corporate Governance Committee.

(5) Member of Environmental Committee.

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

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

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

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

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

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

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

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

* Less than 1% of the outstanding common shares.

As of March 31, 2004, the directors and officers of the Company as a
group beneficially owned 333,485 common shares representing approximately 0.3%
of the outstanding common shares excluding 1,013,500 common shares subject to
option. The information as to common shares beneficially owned or over which
control or direction is exercised, not being within the knowledge of the
Company, has been furnished by the respective directors and officers
individually.

- 46 -

SENIOR MANAGEMENT

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

YEAR
APPOINTED OTHER POSITIONS AND
NAME OFFICE TO OFFICE BUSINESS EXPERIENCE AGE

Andre Y. Fortier President and Chief Executive Officer of
the Company 2000 Business Executive(1) 63

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

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

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

Michel Blouin Secretary 2003 Lawyer(5) 62

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

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

(2) Prior to joining Campbell in 2001, Mr. Begin was Mine Manager of the
Holloway gold mine operated by Battle Mountain Canada Ltd.

(3) Prior to the merger in June 2001, Mr. Blais was Vice President,
Development and Geology with MSV and has worked as a geologist in
Chibougamau since 1979.

(4) Prior to joining Campbell in 2001, Ms. Brun was Executive Vice
President and Chief Administrative Officer of MSV which she joined in
1996.

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

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

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

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

EXECUTIVE COMPENSATION

The following table sets forth information concerning the compensation
paid to the Company's Chief Executive Officer and its most highly paid executive
officers as required to be disclosed in accordance with applicable securities
regulations (the "Named Executive Officers") during the Company's three
financial years ended December 31, 2003, December 31, 2002 and December 31,
2001:

- 47 -

SUMMARY COMPENSATION TABLE

LONG-TERM COMPENSATION
-----------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
-----------------------------------------------------------------------------------------------------------------------
SECURITIES RESTRICTED
OTHER ANNUAL UNDER SHARES OR LTIP ALL OTHER
NAME AND SALARY BONUS COMPENSATION(2) OPTIONS RESTRICTED PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($) (#) SHARE UNITS($) ($) ($)
-----------------------------------------------------------------------------------------------------------------------

Andre Y. Fortier 2003 233,653 - 14,500 - - - -
President & Chief 2002 210,288 - 13,500 170,000 - - -
Executive Officer 2001 172,961(1) - 13,500 300,000 - - 65,000(3)
------------------------------------------------------------------------------------------------------------------
Claude Begin 2003 143,308 - 14,500 - - - -
Executive Vice 2002 131,192 - 13,500 70,000 - - -
President & Chief 2001 88,846(4)(5) - 15,573 100,000 - - 30,972(4)
Operating Officer
------------------------------------------------------------------------------------------------------------------
Alain Blais 2003 103,847 - 14,500 - - - -
Vice President, 2002 91,154 - 13,500 40,000 - - -
Development & 2001 88,654(5) - 13,500 87,500 - - -
Geology
------------------------------------------------------------------------------------------------------------------
Lucie Brun 2003 114,231 - 14,500 - - - -
Executive Vice 2002 100,963 - 13,500 40,000 - - -
President & Chief 2001 100,961(5) - 13,500 117,500 - - -
Administrative
Officer
------------------------------------------------------------------------------------------------------------------
Lorna D. 2003 146,100 - - - - - -
MacGillivray(6) 2002 130,000 - - 30,000 - - -
Vice President, 2001 130,000 - - 65,000 - - -
Secretary &
General Counsel
------------------------------------------------------------------------------------------------------------------

Notes:

(1) Includes salary from July 1, 2001 and fees of $72,000 for the period from
January 1 to June 30, 2001 paid by the Company. Mr. Fortier was also
President and Chief Executive Officer of MSV and GeoNova. MSV and GeoNova
became wholly-owned subsidiaries of the Company on June 30, 2001. He
received a monthly fee for his services to the Company until June 2001
when he became a full time employee of the Company.

(2) Perquisites and other personal benefits for the Named Executive Officers
did not exceed the lesser of $50,000 and 10% of total annual salary and
bonus.

(3) Amounts paid by MSV.

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

(5) Includes amounts paid by MSV.

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

OPTION/SAR GRANTS IN LAST FINANCIAL YEAR

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

MARKET VALUE OF
% OF TOTAL SECURITIES
SECURITIES OPTIONS/SARS EXERCISE OR UNDERLYING
UNDER GRANTED TO EMPLOYEES BASE PRICE OPTIONS/SARS ON EXPIRATION
NAME OPTIONS ($) IN FINANCIAL YEAR ($/SECURITY)(3) DATE OF GRANT DATE
-----------------------------------------------------------------------------------------------------------------------

Andre Y. Fortier Nil Nil Nil Nil Nil
President & CEO
-----------------------------------------------------------------------------------------------------------------------
Claude Begin Nil Nil Nil Nil Nil
Executive Vice President &
Chief Operating Officer
-----------------------------------------------------------------------------------------------------------------------

- 48 -

Alain Blais Nil Nil Nil Nil Nil
Vice President, Development
& Geology
-----------------------------------------------------------------------------------------------------------------------
Lucie Brun Nil Nil Nil Nil Nil
Executive Vice President &
Chief Administrative Officer
-----------------------------------------------------------------------------------------------------------------------
Lorna D. MacGillivray Nil Nil Nil Nil Nil
Vice President, Secretary
and General Counsel
-----------------------------------------------------------------------------------------------------------------------

AGGREGATED OPTION/SAR EXERCISES DURING THE MOST RECENTLY COMPLETED FINANCIAL
YEAR AND FINANCIAL YEAR END OPTION/SAR VALUES

The following table sets forth information concerning the exercise of
options during the financial year ended December 31, 2003 and the value at
December 31, 2003 of unexercised in-the-money options held by each of the Named
Executive Officers:

AGGREGATE VALUE OF UNEXERCISED IN-
SECURITIES VALUE UNEXERCISED OPTIONS AT THE-MONEY OPTIONS/SARS
ACQUIRED ON REALIZED FINANCIAL YEAR-END (#) AT FINANCIAL YEAR-END ($)
NAME EXERCISE (#) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
--------------------------------------------------------------------------------------------------------------------

Andre Y. Fortier Nil Nil 382,500/Nil(1) 161,700/Nil
President & Chief Executive
Officer
--------------------------------------------------------------------------------------------------------------------
Claude Begince Nil Nil 170,000/Nil 61,900/Nil
Executive Vice President & Chief
Operating Officer
--------------------------------------------------------------------------------------------------------------------
Alain Blais Nil Nil 127,500/Nil 42,925/Nil
Vice President, Development &
Geology
--------------------------------------------------------------------------------------------------------------------
Lucie Brun Nil Nil 157,500/Nil 55,825/Nil
Executive Vice President, &
Chief Administrative Officer
--------------------------------------------------------------------------------------------------------------------
Lorna D. MacGillivray 95,000 35,300 Nil/Nil Nil/Nil
Vice President,
Secretary & General Counsel
--------------------------------------------------------------------------------------------------------------------

Note:

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

PENSION PLAN

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

- 49 -

A" non-contributory members. Head office and certain senior employees have been
designated as "Class A" non-contributory members.

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

PENSION PLAN TABLE

YEARS OF SERVICE
REMUNERATION ------------------------------------------------------------------------------------
($) 15 20 25 30 35
---------------------------------------------------------------------------------------------------------

125,000 37,500 50,000 62,500 75,000 87,500
---------------------------------------------------------------------------------------------------------
150,000 45,000 60,000 75,000 90,000 105,000
---------------------------------------------------------------------------------------------------------
175,000 52,500 70,000 87,500 105,000 122,500
---------------------------------------------------------------------------------------------------------
200,000 60,000 80,000 100,000 120,000 140,000
---------------------------------------------------------------------------------------------------------
225,000 67,500 90,000 112,500 135,000 157,500
---------------------------------------------------------------------------------------------------------
250,000 75,000 100,000 125,000 150,000 175,000
---------------------------------------------------------------------------------------------------------
300,000 90,000 120,000 150,000 180,000 210,000
---------------------------------------------------------------------------------------------------------
400,000 120,000 160,000 200,000 240,000 280,000
---------------------------------------------------------------------------------------------------------

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

INDEBTEDNESS OF DIRECTORS AND OFFICERS

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

GRANT OF STOCK OPTIONS

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

Market
Value of
Number of Exercise Common
Common Price Shares Vesting Dates of
Shares Per on Outstanding
Date of Grant Expiry Date Under Common Date of Options
(MM/DD/YYYY) (MM/DD/YYYY) Option Share Grant (MM/DD/YYYY)

(a) CURRENT AND PAST NAMED EXECUTIVE OFFICERS OF CAMPBELL, AS A GROUP

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

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

(3 persons) January 31, 2001 January 31, 2006 220,000 $0.62 $0.62 January 31, 2001

- 50 -

(b) CURRENT AND PAST DIRECTORS OF CAMPBELL WHO ARE NOT LISTED UNDER (a), AS A GROUP

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

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

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

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

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

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

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

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

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

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

Nil

(e) ANY OTHER PERSON OR COMPANY (INCLUDES UNDERWRITERS)

Nil

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

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

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

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

(4) Issued under the Employee Incentive Plan.

EMPLOYEE INCENTIVE PLAN

The Company maintains an employee incentive plan (the "Employee Incentive
Plan" consisting of the share purchase plan (the "Share Purchase Plan"), the
share option plan (the "Share Option Plan"), the share bonus plan (the "Share
Bonus Plan") and the share loan plan (the "Share Loan Plan"). Directors who are
not officers do not participate in the Employee Incentive Plan.

SHARE OPTION PLAN

The Share Option Plan is intended to promote the interests of the Company
and its shareholders by making provisions for stock options as an additional
incentive to attract, retain and motivate officers and salaried employees.
Grants are made at the discretion of the Board or a committee of the board
comprised of members, a majority of whom are not eligible to participate in the
Plan (the "Compensation Committee"). The Board or the Compensation Committee
may, in its discretion, determine which officers or employees will be

- 51 -

granted options, the number of common shares to be the subject of each option,
the purchase price of such shares and the duration of the options, which may not
exceed five years. The Board or the Compensation Committee may also impose other
terms and conditions respecting any option granted as it may consider
appropriate or necessary.

Freestanding "SARs" are not provided for under the Share Option Plan. The
options may, at the discretion of the Board or the Compensation Committee, be
accompanied by SARs which entitle the holder to elect to terminate his or her
options, in whole or in part and, in lieu of receiving the common shares (the
"Option Shares") to which the terminated options relate, elect to receive that
number of common shares, disregarding fractions, which have a total value equal
to the product of the number of Option Shares times the difference between the
fair value (at the date of such election) and the option price per share of the
Option Shares, less any amount withheld on account of income taxes, which income
taxes will be remitted on the employee's behalf by the Company.

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

As at December 31, 2003, a total of 1,133,750 common shares were issuable
upon exercise of options under the Share Option Plan including 837,500 common
shares issuable upon exercise of options held by five Named Executive Officers.
Such options are exercisable at exercise prices ranging from $0.51 to $4.30 per
share and expire between August 10, 2004 and August 6, 2007.

SHARE PURCHASE PLAN

The Share Purchase Plan is designed to encourage employees of the Company
to purchase common shares on a regular basis. Employees of the Company who have
been continuously employed by the Company for at least one year, or less at the
discretion of the Compensation Committee or the Board, are eligible each January
1 to participate in the Share Purchase Plan. Each eligible employee may
contribute up to 5% of his or her basic salary to the Share Purchase Plan
through monthly deductions. On a quarterly basis, the Company will contribute an
amount equal to 50% of the employee's contributions to such date and each
participating employee will then be issued common shares having a value equal to
the aggregate amounts contributed by such employee and the Company. During 2003,
198,816 common shares were issued pursuant to the Share Purchase Plan.

SHARE BONUS PLAN

The Share Bonus Plan is intended to promote the interests of the Company
and its shareholders by permitting the Board or the Compensation Committee, in
its discretion, to issue common shares to full-time salaried employees of the
Company as a bonus in recognition of services provided to the Company by such
employee. The issue of common shares to such employee may be subject to such
terms and conditions as are determined by the Board or the Compensation
Committee. During 2003, no common shares were issued pursuant to the Share Bonus
Plan.

SHARE LOAN PLAN

The Share Loan Plan is intended to provide an additional incentive to
motivate full time officers who will make important contributions to the success
of the Company by assisting such persons to acquire shares of Campbell. The
Compensation Committee may in its discretion make loans to full time officers of
the Company. Such loans shall be subject to such terms and conditions including
rates of interest, if any, as the

- 52 -

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

DIRECTORS' STOCK OPTION PLAN

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

The Directors' Plan is administered by the Board or by a Committee thereof
(the "Administrator"). The exercise price of the options granted thereunder
shall be at the average of the closing prices (or bid and ask where there was no
trade) of the common shares of the Company on the Toronto Stock Exchange (the
"TSX") on the five trading days prior to the date of grant (the "Market Price").
Options granted under the Directors' Plan are for a five-year term to be
exercisable on terms and conditions as set out by the Administrator. In order
that the Directors' Plan together with the Employee Incentive Plan comply with
stock exchange rules, a provision was added to the Directors' Plan to provide
that the maximum number of shares subject to option under the Directors' Plan
together with the shares reserved for issuance under the Employee Incentive Plan
shall not at any time exceed 10% of the issued and outstanding shares of the
Company on a non-diluted basis or such higher number as exchange rules may
permit. Under the Directors' Plan, an aggregate of 1,000,000 common shares are
reserved for issuance and 74,000 common shares have been issued.

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

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

REMUNERATION OF DIRECTORS

All directors of the Company receive an annual director's fee of $4,000
and an attendance fee of $600 per meeting attended in person and $300 per
meeting attended by telephone and out-of-pocket expenses relating to attendance
at a board or committee meeting. The Company paid aggregate remuneration of
$51,900 to 8 incumbent and one former director in their capacities as such
during the fiscal period ended December 31, 2003. Mr. Fortier does not receive
director's fees.

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

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

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

- 53 -

EMPLOYMENT AGREEMENTS

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

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

On August 6, 2002, the Company entered into an employment agreement with
Lucie Brun as Executive Vice President and Chief Administrative Officer. The
agreement stipulates among other things, a base salary and provides that in the
event that Mrs. Brun's employment is terminated, she will be entitled to be paid
up to twenty-four months' salary and benefits. In the event of a change of
control, as defined, Mrs. Brun will be entitled to resign within six months
thereof and be paid twenty-four months' salary and benefits. The agreement also
provides that in the event of resignation or termination, options held by Mrs.
Brun will immediately become fully exercisable. Such options will expire ninety
days after resignation or termination.

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

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

On December 1, 1994, the Company entered into an employment agreement with
Lorna D. MacGillivray as Vice President, Secretary and General Counsel. The
agreement stipulates among other things, a base salary and provides that in the
event that Mrs. MacGillivray's employment is terminated, she will be entitled to
be paid up to twenty-four months' salary and benefits. In the event of a change
of control, as defined, Mrs. MacGillivray will be entitled to resign within six
months thereof and be paid twenty-four months' salary and benefits. The
agreement also provides that in the event of resignation or termination, options
held by Mrs. MacGillivray will immediately become fully exercisable. Such
options will expire ninety days after resignation or termination. Mrs.
MacGillivray resigned on December 31, 2003.

- 54 -

COMPENSATION COMMITTEE

COMPOSITION OF THE COMPENSATION COMMITTEE

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

EXECUTIVE COMPENSATION PHILOSOPHY AND POLICY

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

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

BASE SALARY The program is designed to attract and retain executive
officers by delivering a competitive rate of base pay. Market competitive
rates will be determined by comparison with average compensation levels of
comparable mining companies. It is believed that the average pay of these
companies is a reasonable reference point from which to target and manage
base pay, while recognizing the need for executive level experience and
skills in the current phase which will further the Company's achievement
of its growth objectives.

ANNUAL INCENTIVE COMPENSATION The Company currently does not offer a
short-term variable pay or incentive plan but may in future implement an
annual incentive plan. Campbell's Employee Incentive Plan has a Share
Bonus Plan component, which may be used to provide annual incentive
compensation. The use of this plan can combine both short and longer term
incentives and, through increased share holding, would also align the
interests of executive officers with those of Campbell's shareholders.
Grants of annual bonuses would be based on the employee's contribution
towards Campbell's success in meeting its goals.

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

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REPORT ON EXECUTIVE COMPENSATION

On August 6, 2002 the Compensation Committee completed its annual review
of the compensation of its President and Chief Executive Officer and other
executive officers. The Committee received a report of an independent consulting
firm regarding its compensation arrangements and those of its peer group
companies and met with representatives of that firm in the absence of
management. The Committee also considered recommendations made by the President
and Chief Executive Officer and compared those recommendations with the
compensation arrangements of its peer group companies. Based on that review and
reflecting the resumption of mining operations in April 2002, the Committee
approved modest increases in cash compensation for the President and Chief
Executive officer and other senior executives. No annual incentive awards were
given in 2003.

SHAREHOLDER RETURN PERFORMANCE GRAPH

The chart below compares the yearly percentage change in the cumulative
total shareholder return on the common shares against the cumulative total
shareholder return of S&P/TSX Composite Index for the five fiscal year periods
commencing December 31, 1998 and ending December 31, 2003.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN

[PERFORMANCE GRAPH]

Dec. 31, 1998 Dec. 31, 1999 Dec. 31, 2000(2) Dec. 31, 2001 Dec. 31, 2002 Dec. 31, 2003
----------------------------------------------------------------------------------------------------------------------

Campbell $100(1) $ 64 $ 10 $ 9 $ 14 $ 26
----------------------------------------------------------------------------------------------------------------------
S&P/TSX Composite Index $100(1) $130 $138 $119 $102 $127
----------------------------------------------------------------------------------------------------------------------

Notes:

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

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

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CORPORATE GOVERNANCE

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

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

DOES THE
COMPANY DESCRIPTION OF THE
TSX CORPORATE GOVERNANCE GUIDELINES COMPLY? COMPANY PRACTICE
-----------------------------------------------------------------------------------------------------------

1. Board should explicitly assume
responsibility for stewardship of the
Company, and specifically for:

(a) Adoption of a strategic planning process; Yes The Board monitors the performance of
operations through the holding of quarterly
meetings and its review and approval of an
annual financial forecast presented by
management. Consideration and approval of an
acquisition of mining properties or other
companies is carried out by the full Board.
Outside consultants and professionals are
engaged and report to the Board as required.

The development of the strategic planning
process is the responsibility of senior
management. Management's strategic plan is
reviewed annually when the annual financial
forecast is presented.

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

The duty of monitoring the technical affairs
of the Company falls to the President and
Chief Executive Officer assisted by the
Executive Vice President and Chief Operating
Officer and the Vice President, Development
and Geology who both regularly attend and
make presentations at Board meetings.

In 1990, the Board adopted an Environmental
Policy, as recommended by the Mining
Association of Canada. In June 2001, an
Environmental Committee was established. The
President and

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Chief Executive Officer reports to the Board
on a quarterly basis which enables the Board
to monitor the effectiveness of compliance
with environmental policy.

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

The performance of the management team is
also reviewed annually by the Compensation
Committee in the context of the Company's
success in meeting its objectives that are
established as part of the review of the
annual financial forecast. This Committee is
comprised solely of non-management members
being the Chairman and two independent
directors. The philosophy of the
Compensation Committee is stated in this
Annual Report under "Compensation
Committee". In addition, the Compensation
Committee periodically reviews the
compensation paid to members of the Board
and makes recommendations to the Board on
compensation of directors.

(d) Communications policy; and Yes The Board has delegated responsibility for
communication with the public and the
Company's shareholders to its President and
Chief Executive Officer. Procedures are in
place to ensure timely dissemination of
information about the Company. Any
significant shareholder concerns which may
be communicated to the above persons are
communicated to the Board at its regularly
scheduled quarterly meetings.

(e) Integrity of internal control and Yes The Board directly, and through its Audit
management systems. Committee, assesses the integrity of, and
confirms compliance with, the Company's
internal control systems, financial policies
and management information systems. The
Board has adopted a formal Charter that
details the mandate of the Audit Committee.
The responsibility of monitoring the
effectiveness of the Company's internal
financial information system has been
delegated to the Executive Vice President
and Chief Administrative Officer who reports
to the Board and Audit Committee on a
quarterly basis. The Audit Committee meets
each quarter and reviews and

- 58 -

approves the financial statements and
Management's Discussion and Analysis
contained in the Quarterly Reports to
shareholders prior to filing. In addition,
the Audit Committee meets with the auditors
of Campbell to review the audit plan and
again to review the year-end financial
statements. For a portion of those meetings,
the Audit Committee meets with the auditors
in the absence of management.

2. Majority of directors should be Yes The Governance Policy states that the Board
"unrelated". believes "unrelated", that at least
two-thirds of the Directors whose
independence, in the view of the Corporate
Governance Committee, is not affected by any
business or other relationship which could
or might be perceived to interfere with the
Director's ability to act with a view to the
best interests of the Company.

The Board is currently comprised of eight
persons including six directors who are not
executive officers or employees of Campbell
and are unrelated to management. The
President and Chief Executive Officer and
the Secretary are the remaining members of
the Board. As recommended by the Report, the
positions of Chairman of the Board and Chief
Executive Officer are separate. Accordingly,
a majority of the Board is unrelated to
management and is in a position to review
and evaluate management's activities and to
act independently of management.

3. Disclose for each director whether he Yes Mr. McCartney serves as non-executive
or she is related, and how that conclusion Chairman. None of the other directors or
was reached. their associates is an employee or executive
officer of the Company, nor do any of them
have material contracts with the Company, or
receive remuneration in excess of stated
director's fees. Fees paid to Lavery, de
Billy, General Partnership of which Mr.
Blouin is a partner and McCarthy Tetrault
LLP of which Mr. McCartney was a counsel in
2003 are described under "Remuneration of
Directors".

- 59 -

4. Appoint a committee composed exclusively Yes The Corporate Governance Committee has been
of non-management directors, the majority given the mandate to, among other things,
of whom are unrelated, with the recommend candidates for the Board and
responsibility of proposing new board annually review credentials of nominees. All
nominees and assessing directors. the members of the Corporate Governance
Committee are unrelated directors.

5. Implement a process for assessing the Yes The Corporate Governance mandate Committee
effectiveness of the board, its committees has been given the to review annually, the
and individual directors. effectiveness and relationship between the
members of the board and management. The
Governance Policy provides for specific
steps to be taken to assist in this process.

6. Provide orientation and education Yes The Corporate Governance Committee reviews
programs for new directors. orientation and education as an ongoing
matter. There are ongoing informal
discussions between management and members
of the Board as well as more formal
presentations by management throughout the
year in addition to regularly scheduled site
visits to the Company's operations.

7. Examine the size and composition of the Yes The Company is in a growth stage and
Board and undertake, where appropriate, a accordingly, a variety of technical, legal
program to establish a Board composed of and financial experience at the Board level
members who facilitate effective is important. The Corporate Governance
decision-making. Committee considers the size of the board
given the business of the Company, with a
view to the impact of size upon the Board's
effectiveness. In March 2003, the Corporate
Governance Committee determined that the
size of the Board is appropriate and the
required expertise is present. The
Governance Policy provides that the Board,
led by the Corporate Governance Committee,
reviews the composition of the Board
annually. If it is determined that
additional expertise is required on the
Board, a number of candidates are considered
and the Board meets with a proposed nominee.
The decision to nominate or appoint an
additional director is taken by the Board as
a whole.

8. Review compensation of directors in Yes The Compensation Committee periodically
light of risks and responsibilities. reviews the adequacy and form of
compensation of directors and makes
recommendations to the full Board in respect
thereof.

9. Committees should generally be composed Yes Each of the Company's Audit, Compensation,
of non-management directors and a Corporate Governance and Environment
majority of committee members should be Committees is comprised of non-management
unrelated. directors. The Board has determined that due
to the

- 60 -

technical nature of the Company's business,
its Executive Committee would be more
effective by having the President and Chief
Executive Officer on that Committee. Unless
specifically directed by the Board, the
Executive Committee may not approve capital
expenditures or dispositions or borrowing
other than in the ordinary course of
carrying out the Company's business, in
excess of $1,000,000. In practice, the
Executive Committee does not give final
approval to transactions but rather makes
its recommendations to the full Board.

10. Assume responsibility or appoint a Yes A Corporate Governance Committee was formed
separate committee responsible for in May the 2002. The Corporate Governance
approach to corporate governance Committee has been delegated this
issues. responsibility by the Board. The Corporate
Governance Committee considers the general
policies in connection with corporate
governance, monitors the implementation and
administration of policies and guidelines
and then reports and makes recommendations
to the full Board. The Governance Policy was
prepared by the Committee and tabled and
approved by the full Board on November 6,
2002. In March 2004, the Corporate
Governance Committee completed its annual
review of the Governance Policy and
recommended to the Company to continue to
bring its Governance Policy in line with the
requirements of the Sarbanes-Oxley Act of
2002, the new continuous disclosure
obligations adopted by the Canadian
Securities Administrators and the rules of
the exchange on which the securities of the
Company are listed, being the Toronto Stock
Exchange.

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

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

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

- 61 -

Company and to develop a strategic plan for
the approval by the Board.

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

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

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

14. Implement a system to enable individual Yes Individual directors, with the knowledge of
directors to engage outside advisors, at the Chairman, can engage outside advisors.
the Company's expense. Pursuant to its charter, the Audit Committee
may, with the prior approval of the Board,
investigate any matter or activity involving
financial accounting and financial
reporting, as well as internal controls of
the Company and in that regard the Audit
Committee has the authority to approve the
retention of external professionals to
render advice and counsel in such matters.

EMPLOYEES

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

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

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

- 62 -

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

There are no related party transactions.

ITEM 8. FINANCIAL INFORMATION

FINANCIAL STATEMENTS

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

LEGAL PROCEEDINGS

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

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

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

- 63 -

80% of the excess over US$2,400,000 up to US$2,750,000 and by 70% of the excess
of US$2,750,000 up to a maximum of US$3,207,000. In December 2003, Queenstake
paid immediately US$850,000 as a final payment of the US$1 million promissory
note.

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

DIVIDEND RECORD AND POLICY

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

SIGNIFICANT CHANGES

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

ITEM 9. THE OFFER AND LISTING

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

TORONTO STOCK EXCHANGE